EX-99.1 2 q42018ex991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

cologoa04.jpg

  FOR IMMEDIATE RELEASE
 
PRA Health Sciences, Inc. Reports Fourth Quarter and Full Year 2018 Results and Provides First Quarter and Full Year 2019 Guidance

Net new business of $667.3 million in the fourth quarter; Net book-to-bill of 1.30
$729.6 million of revenue in the fourth quarter; 11.2% growth at actual foreign exchange rates and 12.0% growth on a constant currency basis
Fourth quarter GAAP net income per diluted share of $1.07 and GAAP net income of $71.5 million
Fourth quarter adjusted net income per diluted share was $1.31 per share and adjusted net income was $86.9 million

RALEIGH, N.C., February 27, 2019 -- PRA Health Sciences, Inc. (“PRA” or the “Company”) (NASDAQ: PRAH) today reported financial results for the quarter and year ended December 31, 2018.
 
"We are delighted to have closed out 2018 with another quarter of strong financial results” said Colin Shannon, PRA’s Chief Executive Officer. “Our ability to execute across all of our businesses has allowed us to deliver solid revenue growth and strong bottom-line results. Our key financial metrics continue to improve, as highlighted by our 1.30 net book-to-bill ratio and our expanding margins. We remain focused on providing broad and flexible services to our clients and believe we are well positioned to deliver strong results in 2019.”

Net new business for our Clinical Research segment for the three months ended December 31, 2018 was $667.3 million, representing a net book-to-bill ratio of 1.30 for the period. This net new business contributed to an ending backlog of $4.2 billion at December 31, 2018.

For the three months ended December 31, 2018, revenue was $729.6 million, which represents growth of 11.2%, or $73.8 million, compared to the fourth quarter of 2017 at actual foreign exchange rates. On a constant currency basis, revenue grew $79.0 million, an increase of 12.0% compared to the fourth quarter of 2017. By segment, the Clinical Research segment generated revenues of $655.6 million, while the Data Solutions segment generated revenues of $74.0 million.

On January 1, 2018, the Company adopted Accounting Standards Codification 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. Prior periods have not been restated under this guidance and remain as previously reported. The primary impact of applying this new guidance on our statement of operations is that (i) we now recognize reimbursements from our customers for payments to investigators as revenue, whereas these payments and costs were previously recorded on a net basis, and (ii) we include all reimbursed costs in the total project costs when measuring our progress under our research contracts instead of recording these amounts on a separate basis.




The impact of the adoption of ASC 606 on the Company’s revenue is summarized below:
 
 
Three Months Ended December 31, 2018
 
Three Months Ended December 31, 2017
 
 
As Reported
 
Reclassification from adoption of ASC 606
 
Impact from adoption of ASC 606
 
Balances without adoption of ASC 606
 
Revenue:
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
729,648

 
$
(660,002
)
 
$
(69,646
)
 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
Service revenue
 

 
589,018

 

 
589,018

 
568,802

Reimbursement revenue
 

 
70,984

 

 
70,984

 
87,094

Total revenue
 
$
729,648

 
$

 
$
(69,646
)
 
$
660,002

 
$
655,896


Excluding the impact of the adoption of ASC 606 and reimbursement revenue, revenue increased $20.2 million, which represents growth of 3.6% at actual foreign exchange rates and 4.2% on a constant currency basis.

Direct costs, exclusive of depreciation and amortization, were $365.7 million during the three months ended December 31, 2018 compared to $368.9 million for the three months ended December 31, 2017. The decrease in direct costs was primarily due to a favorable impact of $8.6 million from foreign currency exchange rate fluctuations, which was offset by an increase in salaries and related benefits of $3.6 million in our Clinical Research segment as we continue to ensure appropriate staffing levels and an increase of $1.6 million in our Data Solutions segment. Direct costs were 50.1% of revenue during the fourth quarter of 2018 compared to 56.2% of revenue during the fourth quarter of 2017. Excluding the impact of the adoption of ASC 606 and reimbursement revenue, direct costs were 62.1% of revenue during the fourth quarter of 2018 compared to 64.9% of revenue during the fourth quarter of 2017.
 
Selling, general and administrative expenses were $96.4 million during the three months ended December 31, 2018 compared to $92.2 million for the three months ended December 31, 2017. Excluding the impact of the adoption of ASC 606 and reimbursement revenue, selling, general and administrative costs were 16.4% of revenue during the fourth quarter of 2018 compared to 16.2% of revenue during the fourth quarter of 2017.

GAAP net income was $71.5 million for the three months ended December 31, 2018, or $1.07 per share on a diluted basis, compared to a GAAP net loss of $16.0 million for the three months ended December 31, 2017, or $0.25 per share on a diluted basis. Our reported net loss for the three months ended December 31, 2017 included the loss on modification of debt and the revaluation of acquisition-related earn-out liabilities.
 
EBITDA was $124.9 million for the three months ended December 31, 2018, representing an increase of 720.9% compared to the three months ended December 31, 2017. Our EBITDA for the three months ended December 31, 2017 included the loss on modification of debt and the revaluation of acquisition-related earn-out liabilities. Adjusted EBITDA was $136.2 million for the three months ended December 31, 2018, representing growth of 18.8% compared to the three months ended December 31, 2017.
 
Adjusted net income was $86.9 million for the three months ended December 31, 2018, representing 26.4% growth compared to the three months ended December 31, 2017. Adjusted net income per diluted



share was $1.31 for the three months ended December 31, 2018, representing 26.0% growth compared to the three months ended December 31, 2017.  

Full Year 2018 Financial Highlights
 
For the twelve months ended December 31, 2018, revenue was $2,871.9 million, which represents growth of 27.1%, or $612.5 million, compared to the twelve months ended December 31, 2017 at actual foreign exchange rates. On a constant currency basis, revenue grew $597.3 million, representing growth of 26.4% compared to the twelve months ended December 31, 2017. By segment, the Clinical Research segment generated revenues of $2,622.4 million, while the Data Solutions segment generated revenues of $249.5 million.

The impact of the adoption of ASC 606 on the Company’s revenue for the year ended December 31, 2018 is summarized below:
 
 
Year Ended December 31, 2018
 
Year Ended December 31, 2017
 
 
As Reported
 
Reclassification from adoption of ASC 606
 
Impact from adoption of ASC 606
 
Balances without adoption of ASC 606
 
Revenue:
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
2,871,922

 
$
(2,605,140
)
 
$
(266,782
)
 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
Service revenue
 

 
2,296,849

 

 
2,296,849

 
1,948,374

Reimbursement revenue
 

 
308,291

 

 
308,291

 
311,015

Total revenue
 
$
2,871,922

 
$

 
$
(266,782
)
 
$
2,605,140

 
$
2,259,389


Excluding the impact of the adoption of ASC 606 and reimbursement revenue, revenue increased $348.5 million, which represents growth of 17.9% at actual foreign exchange rates and 17.4% on a constant currency basis. Organic revenue growth, excluding the adoption of ASC 606, reimbursement revenue and revenue attributable to our Data Solutions segment, was 10.2% at actual foreign exchange rates and 9.7% on a constant currency basis.

Reported GAAP income from operations was $281.3 million, reported GAAP net income attributable to PRA Health Sciences was $153.9 million and reported GAAP net income attributable to PRA Health Sciences per diluted share was $2.32 for the twelve months ended December 31, 2018.
 
Adjusted net income was $284.1 million for the twelve months ended December 31, 2018, an improvement of 29.8% compared to the twelve months ended December 31, 2017. Adjusted net income per diluted share was $4.28 for the twelve months ended December 31, 2018, up 28.5% compared to the twelve months ended December 31, 2017.  

Full Year 2019 and Q1 2019 Guidance
 
For full year 2019, the Company expects to achieve total revenues between $3.09 billion and $3.20 billion, representing as reported and constant currency growth of 8% to 11%. On an ASC 605 basis, the Company expects to achieve revenues of between $2.475 billion and $2.57 billion, representing as reported and constant currency growth of 8% to 12%.




We expect GAAP net income per diluted share of between $3.65 and $3.80 per share and adjusted net income per diluted share of between $4.93 and $5.08 per share, representing growth of 15% to 19%. We anticipate an annual effective income tax rate estimate of 24%.

Our effective tax rate may differ from this estimate, due to, among other things, changes to estimates of the geographic allocation of our pre-tax income as well as changes in interpretations, analysis, and additional guidance that may be issued by regulatory agencies as it relates to the Tax Cuts and Jobs Act.

For Q1 2019, the Company expects to achieve total revenues between $720.0 million and $740.0 million, representing as reported growth of 3% to 5% and constant currency growth of 4% to 7%. On an ASC 605 basis, the Company expects to achieve revenues of between $575.0 million and $595.0 million, representing as reported growth of 3% to 6% and constant currency growth of 4% to 7%. The Company expects GAAP net income per diluted share of between $0.74 and $0.79 per share, adjusted net income per diluted share between $1.05 and $1.10 per share, and an annual effective income tax rate of 24%.

Our 2019 guidance assumes a EURO rate of 1.15 and a GBP rate of 1.35 with all other foreign currencies using a rate as of January 31, 2019.

A reconciliation of our non-GAAP measures, including revenue reported on an ASC 605 basis, EBITDA, adjusted EBITDA, adjusted net income, adjusted net income per share and our 2019 guidance, to the corresponding GAAP measures is included in this press release.  

Conference Call Details
 
PRA will host a conference call at 9:00 a.m. ET on February 28, 2019, to discuss the contents of this release and other relevant topics. To participate, please dial (877) 930-8062 within the United States or (253) 336-7647 outside the United States approximately 10 minutes before the scheduled start of the call. The conference ID for the call is 8697447. The conference call will also be accessible, live via audio broadcast, on the Investor Relations section of the PRA website at investors.prahs.com. A replay of the conference call will be available online at investors.prahs.com. In addition, an audio replay of the call will be available for one week following the call and can be accessed by dialing (855) 859-2056 within the United States or (404) 537-3406 outside the United States. The replay ID is 8697447.

Additional Information
 
A financial supplement with fourth quarter 2018 results, which should be read in conjunction with this press release, may be found in the Investor Relations section of our website at investors.prahs.com in a document titled “Q4 2018 Earnings Presentation.”
 
About PRA Health Sciences
 
PRA (NASDAQ: PRAH) is one of the world’s leading global contract research organizations, or CROs, by revenue, providing outsourced clinical development and data solution services to the biotechnology and pharmaceutical industries. PRA’s global clinical development platform includes more than 70 offices across North America, Europe, Asia, Latin America, South Africa, Australia and the Middle East and more than 16,400 employees worldwide. Since 2000, PRA has participated in approximately 3,800 clinical trials worldwide. In addition, PRA has participated in the pivotal or supportive trials that led to U.S. Food and Drug Administration or international regulatory approval of more than 85 drugs.




 
PRA has therapeutic expertise in areas that are among the largest in pharmaceutical development, including oncology, immunology, central nervous system, inflammation and infectious diseases. PRA believes that it provides its clients with flexible clinical development service offerings, which include both traditional, project-based Phase I through Phase IV services, as well as embedded, functional outsourcing and data solution services. The Company has invested in medical informatics and clinical technologies designed to enhance efficiencies, improve study predictability and provide better transparency to clients throughout their clinical development processes. To learn more about PRA, please visit www.prahs.com.
 
Internet Posting of Information: The Company routinely posts information that may be important to investors in the ‘Investor Relations’ section of the Company’s website at www.prahs.com. The Company encourages investors and potential investors to consult the Company’s website regularly for important information about the Company.
 

Contacts: 
 
Helen O’Donnell
Solebury Trout
Managing Director
203.428.3213
InvestorRelations@prahs.com or
hodonnell@soleburytrout.com 
 


Forward-Looking Statements
 
This press release contains forward-looking statements that reflect, among other things, the Company’s current expectations and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, market trends or industry results to differ materially from those expressed or implied by such forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may constitute forward-looking statements. Without limiting the foregoing, words such as “anticipates,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “may,” “plans,” “projects,” “should,” “targets,” “will” and the negative thereof and similar words and expressions are intended to identify forward-looking statements. Actual results may differ materially from the Company’s expectations due to a number of factors, including that most of the Company’s contracts may be terminated on short notice and that the Company may be unable to maintain large customer contracts or to enter into new contracts; the Company may underprice contracts, overrun its cost estimates, or fail to receive approval for or experience delays in documenting change orders; the historical indications of the relationship of backlog to revenues may not be indicative of their future relationship; if the Company is unable to achieve operating efficiencies or grow revenues faster than expenses, operating margins will be adversely affected; the Company may be unable to attract suitable investigators and patients for its clinical trials; the Company could be subject to employment liability with its embedded and functional outsourcing solutions as it places employees at the physical workplaces of its clients; the Company may lose key personnel or be unable to recruit experienced personnel; changes in accounting standards may adversely affect the Company’s financial statements; the Company’s effective income tax rate may fluctuate which may adversely affect its




operations, earnings, and earnings per share; the Company may be unable to maintain information systems or effectively update them; a failure or breach of the Company’s IT systems could result in customer information being compromised or otherwise significantly disrupt the Company’s business operations; client or therapeutic concentration or competition among clients could harm the Company’s business; the Company’s business is subject to risks associated with international operations, including economic, political and other risks such as compliance with a myriad of laws and regulations, complications from conducting clinical trials in multiple countries simultaneously and changes in exchange rates; the Company is subject to a number of additional risks associated with its business outside the United States, including changes in tax law, foreign currency exchange fluctuations and restrictive regulations, as well as the risks and uncertainties associated with the United Kingdom’s expected withdrawal from the European Union and the adoption of trade restrictions between the U.S. and other national governments; the Company may be unable to successfully develop and market new services or enter new markets; government regulators or customers may limit the scope of prescriptions or withdraw products from the market; government regulators may impose new regulations affecting the Company’s business; the Company’s failure to perform services in accordance with contractual requirements, regulatory standards and ethical considerations may subject it to significant costs or liability, damage its reputation and cause it to lose existing business or not receive new business; the Company’s services are related to treatment of human patients, and it could face liability if a patient is harmed; if the Company does not keep pace with rapid technological changes, its services may become less competitive or obsolete; the Company’s relationships with existing or potential clients who are in competition with each other may adversely impact the degree to which other clients or potential clients use its services; the Company may be unable to compete effectively with other players in the biopharmaceutical services industry; the Company may be unable to successfully identify, acquire and integrate businesses, services and technologies or to manage joint ventures; the Company may not realize the full value of its goodwill and intangible assets, and may be unable to use net operating loss carry-forwards; the Company’s disposal of hazardous substances and waste could give rise to liability; the Company may be unable to protect its intellectual property, patent and other intellectual property litigation could be time consuming and costly; biopharmaceutical industry outsourcing trends could change and adversely affect the Company’s operations and growth rate; current and proposed laws and regulations regarding the protection of personal data could result in increased risks of liability or increased cost or could limit the Company’s service offerings; circumstances beyond the Company’s control could cause industry-wide reduction in demand for its services; the Company has substantial indebtedness and may incur additional indebtedness in the future, which could adversely affect the Company’s financial condition; and other factors that are set forth in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K filed with the SEC on February 22, 2018. The forward-looking statements in this release speak only as of the date hereof, and the Company undertakes no obligation to update any such statement after the date of this release, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.

Use of Non-GAAP Financial Measures
 
This press release includes EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per diluted share, each of which are financial measures not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Management believes that these measures provide useful supplemental information to management and investors regarding our operating results as they exclude certain items whose fluctuation from period- to- period do not necessarily correspond to changes in the operating results of our business. As a result, management and our board of directors regularly use EBITDA and adjusted EBITDA as a tool in evaluating our operating and financial performance and in establishing discretionary annual bonuses. Adjusted EBITDA is also the basis for covenant compliance




EBITDA, which is used in certain covenants in the credit agreement governing our senior secured credit facilities and the indenture governing the senior notes. In addition, management believes that EBITDA, adjusted EBITDA and adjusted net income (including adjusted net income per share on a diluted basis) facilitate comparisons of our operating results with those of other companies by backing out of GAAP net income items relating to variations in capital structures (affecting interest expense), taxation, and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. We believe that EBITDA, adjusted EBITDA and adjusted net income (including adjusted net income per share on a diluted basis) are frequently used by securities analysts, investors, and other interested parties in the evaluation of issuers, many of which also present EBITDA, adjusted EBITDA and adjusted net income (including adjusted net income per share on a diluted basis) when reporting their results in an effort to facilitate an understanding of their operating results.

These non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation, or as a substitute for analysis of our results as reported under GAAP. Additionally, because not all companies use identical calculations, these presentations of EBITDA, adjusted EBITDA and adjusted net income (including adjusted net income per share on a diluted basis) may not be comparable to similarly titled measures of other companies.

EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted EBITDA and adjusted net income (including adjusted net income per share on a diluted basis) represent EBITDA and net income (including diluted net income per share), respectively, adjusted to exclude stock-based compensation expense, loss (gain) on disposal of fixed assets, loss on modification or extinguishment of debt, foreign currency losses (gains), other non-operating expense (income), equity in (gains) losses of unconsolidated joint ventures, transaction-related costs, acquisition-related costs, severance costs and restructuring charges, prior year foreign research and development credits, lease termination expense,  non-cash rent adjustment, adjustment to reflect amounts attributable to noncontrolling interest and other charges. Adjusted net income is also adjusted to exclude amortization of intangible assets, amortization of terminated interest rate swaps, and amortization of deferred financing costs. EBITDA, adjusted EBITDA and adjusted net income are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity. EBITDA, adjusted EBITDA and adjusted net income have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
 
Some of these limitations are:
EBITDA and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
EBITDA and adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
EBITDA and adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;
EBITDA and adjusted EBITDA do not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and adjusted EBITDA do not reflect any cash requirements for such replacements; and




other companies in our industry may calculate EBITDA and adjusted EBITDA differently, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as a measure of cash that will be available to us to meet our obligations.

Constant Currency

Constant currency comparisons are based on translating local currency amounts in the current year period at actual foreign exchange rates for the prior year. The Company routinely evaluates its financial performance on a constant currency basis in order to facilitate period- to- period comparisons without regard to the impact of changing foreign currency exchange rates.







PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2018
 
2017
 
2018
 
2017
 
 
(Unaudited)
 
 
 
 
Revenue:
 
729,648

 
655,896

 
2,871,922

 
2,259,389

Operating expenses:
 
 
 
 
 
 
 
 
Direct costs (exclusive of depreciation and amortization)
 
365,717

 
368,880

 
1,500,226

 
1,283,868

Reimbursable out-of-pocket costs
 
70,984

 
87,094

 
308,291

 
311,015

Reimbursable investigator fees
 
68,529

 

 
262,114

 

Selling, general and administrative
 
96,371

 
92,217

 
371,795

 
321,987

Transaction-related costs
 
3,108

 
75,893

 
35,817

 
87,709

Depreciation and amortization
 
28,084

 
28,081

 
112,247

 
78,227

Loss on disposal of fixed assets, net
 
99

 
118

 
120

 
358

Income from operations
 
96,756

 
3,613

 
281,312

 
176,225

Interest expense, net
 
(13,539
)
 
(15,641
)
 
(57,399
)
 
(46,729
)
Loss on modification or extinguishment of debt
 
(498
)
 
(11,934
)
 
(952
)
 
(15,023
)
Foreign currency gains (losses), net
 
373

 
(4,618
)
 
(1,043
)
 
(39,622
)
Other expense, net
 
(170
)
 
(104
)
 
(371
)
 
(304
)
Income (loss) before income taxes and equity in income of unconsolidated joint ventures
 
82,922

 
(28,684
)
 
221,547

 
74,547

Provision for (benefit from) income taxes
 
11,840

 
(12,458
)
 
67,232

 
(12,623
)
Income (loss) before equity in income of unconsolidated joint ventures
 
71,082

 
(16,226
)
 
154,315

 
87,170

Equity in income of unconsolidated joint ventures, net of tax
 
25

 
31

 
143

 
123

Net income (loss)
 
71,107

 
(16,195
)
 
154,458

 
87,293

Net loss (income) attributable to noncontrolling interest
 
345

 
147

 
(553
)
 
(366
)
Net income (loss) attributable to PRA Health Sciences, Inc.
 
$
71,452

 
$
(16,048
)
 
$
153,905

 
$
86,927

Net income (loss) per share attributable to common stockholders:
 
 
 
 
 
 
 
 
Basic
 
$
1.10

 
$
(0.25
)
 
$
2.40

 
$
1.39

Diluted
 
$
1.07

 
$
(0.25
)
 
$
2.32

 
$
1.32

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
64,814

 
63,187

 
64,123

 
62,437

Diluted
 
66,587

 
63,187

 
66,341

 
65,773






PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
 
 
 
December 31,
 
 
2018
 
2017
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
144,221

 
$
192,229

Restricted cash
 
488

 
661

Accounts receivable and unbilled services, net
 
568,099

 
627,003

Prepaid expenses and other current assets
 
66,605

 
55,580

Income taxes receivable
 
2,942

 
1,551

Total current assets
 
782,355

 
877,024

Fixed assets, net
 
154,764

 
143,070

Goodwill
 
1,494,762

 
1,512,424

Intangible assets, net
 
704,446

 
783,836

Deferred tax assets
 
8,954

 
8,939

Investment in unconsolidated joint ventures
 

 
407

Deferred financing fees
 
1,373

 
1,844

Other assets
 
39,813

 
30,502

Total assets
 
$
3,186,467

 
$
3,358,046

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of borrowings under credit facilities
 
$

 
$
91,500

Current portion of long-term debt
 

 
28,789

Accounts payable
 
43,734

 
64,635

Accrued expenses and other current liabilities
 
369,477

 
303,875

Income taxes payable
 
44,306

 
13,606

Advanced billings
 
441,357

 
469,211

Total current liabilities
 
898,874

 
971,616

Deferred tax liabilities
 
100,712

 
112,181

Long-term debt, net
 
1,082,384

 
1,225,397

Other long-term liabilities
 
53,077

 
112,371

Total liabilities
 
2,135,047

 
2,421,565

Commitments and contingencies
 
 
 
 
Stockholders' equity:
 
 
 
 
Preferred stock (100,000,000 authorized shares; $0.01 par value)
 
 
 
 
    Issued and outstanding -- none
 

 

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
 
654

 
636

Additional paid-in capital
 
960,535

 
905,423

Accumulated other comprehensive loss
 
(170,659
)
 
(136,470
)
Retained earnings
 
254,500

 
161,182

Equity attributable to PRA Health Sciences, Inc. stockholders
 
1,045,030

 
930,771

Noncontrolling interest
 
6,390

 
5,710

Total stockholders' equity
 
1,051,420

 
936,481

Total liabilities and stockholders' equity
 
$
3,186,467

 
$
3,358,046






PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
 
Years Ended December 31,
 
 
2018
 
2017
Cash flows from operating activities:
 
 

 
 
Net income
 
$
154,458

 
$
87,293

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
112,247

 
78,227

Amortization of debt issuance costs and discount
 
2,111

 
2,108

Amortization of terminated interest rate swaps
 
7,146

 
6,684

Stock-based compensation expense
 
29,143

 
12,616

Non-cash transaction related stock-based compensation expense
 
773

 
5,294

Unrealized foreign currency (gains) losses
 
(3,307
)
 
39,700

Loss on modification or extinguishment of debt
 
952

 
15,023

Loss on disposal of fixed assets
 
120

 
358

Change in acquisition-related contingent consideration
 
34,538

 
74,969

Equity in income of unconsolidated joint ventures
 
(143
)
 
(123
)
Deferred income taxes
 
11,665

 
(75,915
)
Other reconciling items
 
30

 
763

Changes in operating assets and liabilities, net of acquired assets and assumed liabilities:
 
 
 
 
Accounts receivable and unbilled services
 
(17,017
)
 
(136,330
)
Prepaid expenses and other assets
 
(18,931
)
 
1,762

Accounts payable and other liabilities
 
31,579

 
35,792

Income taxes
 
5,241

 
10,640

Advanced billings
 
14,216

 
61,547

Payment of acquisition-related contingent consideration
 
(35,029
)
 

Net cash provided by operating activities
 
329,792

 
220,408

Cash flows from investing activities:
 
 
 
 
Purchase of fixed assets
 
(55,880
)
 
(61,318
)
Proceeds from the sale of fixed assets
 
43

 
56

Cash received (paid) for interest on interest rate swap
 
181

 
(874
)
Cash received from the sale of marketable securities
 
183

 

Acquisition of Symphony Health Solutions Corporation, net of cash acquired
 

 
(521,182
)
Payment of Symphony Health Solutions Corporation contingent consideration
 

 
(67,781
)
Acquisition of Parallel 6, Inc., net of cash acquired
 

 
(38,859
)
Acquisition of Takeda PRA Development Center KK, net of cash acquired
 

 
2,680

Acquisition of Takeda Pharmaceutical Data Services, Ltd., net of cash acquired
 

 
(142
)
Net cash used in investing activities
 
(55,473
)
 
(687,420
)
Cash flows from financing activities:
 
 
 
 
Proceeds from issuance of long-term debt
 

 
550,000

Repayment of long-term debt
 
(224,394
)
 
(125,513
)
Proceeds from accounts receivable financing agreement
 
60,000

 
20,000

Repayment on accounts receivable financing agreement
 
(10,000
)
 
(20,000
)
Borrowings on line of credit
 

 
121,500

Repayments of line of credit
 
(91,500
)
 
(30,000
)
Payment of debt prepayment and debt extinguishment costs
 

 
(9,226
)
Payment for debt issuance costs
 

 
(6,588
)
Proceeds from stock issued under employee stock purchase plan and stock option exercises
 
31,382

 
7,236

Taxes paid related to net shares settlement of equity awards
 
(5,337
)
 

Payment of acquisition-related contingent consideration
 
(79,663
)
 
(400
)
Net cash (used in) provided by financing activities
 
(319,512
)
 
507,009

Effects of foreign exchange changes on cash, cash equivalents, and restricted cash
 
(2,988
)
 
3,555

Change in cash, cash equivalents, and restricted cash
 
(48,181
)
 
43,552

Cash, cash equivalents, and restricted cash, beginning of year
 
192,890

 
149,338

Cash, cash equivalents, and restricted cash, end of year
 
$
144,709

 
$
192,890






PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share amounts)
(unaudited)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2018
 
2017
 
2018
 
2017
Net income (loss) attributable to PRA Health Sciences, Inc.
 
$
71,452

 
$
(16,048
)
 
$
153,905

 
$
86,927

Depreciation and amortization
 
28,084

 
28,081

 
112,247

 
78,227

Interest expense, net
 
13,539

 
15,641

 
57,399

 
46,729

(Benefit from) provision for income taxes
 
11,840

 
(12,458
)
 
67,232

 
(12,623
)
EBITDA
 
124,915

 
15,216

 
390,783

 
199,260

Stock-based compensation expense (a)
 
8,674

 
4,930

 
29,143

 
12,616

Loss on disposal of fixed assets, net (b)
 
99

 
118

 
120

 
358

Loss on modification or extinguishment of debt (c)
 
498

 
11,934

 
952

 
15,023

Foreign currency (gains) losses, net (d)
 
(373
)
 
4,618

 
1,043

 
39,622

Other non-operating expense, net (e)
 
170

 
104

 
371

 
304

Equity in income of unconsolidated joint ventures, net of tax
 
(25
)
 
(31
)
 
(143
)
 
(123
)
Foreign research and development credits (f)
 
(2,883
)
 
(66
)
 
(2,883
)
 
(66
)
Transaction-related costs (g)
 
3,108

 
75,893

 
35,817

 
87,709

Acquisition-related costs (h)
 
6

 
386

 
671

 
3,565

Lease termination expense (i)
 
1,186

 
35

 
2,632

 
187

Severance and restructuring charges (j)
 
445

 

 
1,249

 

Non-cash rent adjustment (k)
 
432

 
1,164

 
1,566

 
3,614

Other charges
 

 

 
449

 

Non-operating (loss) income attributable to noncontrolling interest
 
(44
)
 
339

 
802

 
592

Adjusted EBITDA
 
$
136,208

 
$
114,640

 
$
462,572

 
$
362,661

 
 
 
 
 
 
 
 
 
Net income (loss) attributable to PRA Health Sciences, Inc.
 
$
71,452

 
$
(16,048
)
 
$
153,905

 
$
86,927

Provision for (benefit from) income taxes
 
11,840

 
(12,458
)
 
67,232

 
(12,623
)
Amortization of intangible assets
 
17,651

 
19,669

 
71,629

 
49,184

Amortization of deferred financing costs
 
492

 
629

 
2,111

 
2,108

Amortization of terminated interest rate swaps
 
1,668

 
1,753

 
7,146

 
6,684

Stock-based compensation expense (a)
 
8,674

 
4,930

 
29,143

 
12,616

Loss on disposal of fixed assets, net (b)
 
99

 
118

 
120

 
358

Loss on modification or extinguishment of debt (c)
 
498

 
11,934

 
952

 
15,023

Foreign currency (gains) losses, net (d)
 
(373
)
 
4,618

 
1,043

 
39,622

Other non-operating expense, net (e)
 
170

 
104

 
371

 
304

Equity in income of unconsolidated joint ventures, net of tax
 
(25
)
 
(31
)
 
(143
)
 
(123
)
Foreign research and development credits (f)
 
(2,883
)
 
(66
)
 
(2,883
)
 
(66
)
Transaction-related costs (g)
 
3,108

 
75,893

 
35,817

 
87,709

Acquisition-related costs (h)
 
6

 
386

 
671

 
3,565

Lease termination expense (i)
 
1,186

 
35

 
2,632

 
187

Severance and restructuring charges (j)
 
445

 

 
1,249

 

Non-cash rent adjustment (k)
 
432

 
1,164

 
1,566

 
3,614

Other
 

 

 
449

 

Non-operating (loss) income attributable to noncontrolling interest
 
(44
)
 
339

 
802

 
592

Adjusted pre-tax income
 
114,396

 
92,969

 
373,812

 
295,681

Adjusted tax expense (l)
 
(27,455
)
 
(24,172
)
 
(89,715
)
 
(76,877
)
Adjusted net income
 
$
86,941

 
$
68,797

 
$
284,097

 
$
218,804

 
 
 
 
 
 
 
 
 
Diluted weighted average common shares outstanding
 
66,587

 
66,037

 
66,341

 
65,773

 
 
 
 
 
 
 
 
 
Adjusted net income per diluted share
 
$
1.31

 
$
1.04

 
$
4.28

 
$
3.33





PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE
(in millions, except per share amounts)
(unaudited)
 
 
 
Q1 2019 Revenue
 
FY 2019 Revenue
 
 
 
Low
 
High
 
Low
 
High
Total revenue
 
$
720.0

 
$
740.0

 
$
3,090.0

 
$
3,200.0

Less: reimbursement revenue
 
(145.0)

 
(145.0)

 
(615.0)

 
(630.0)

Adjusted revenue - ASC 605
 
$
575.0

 
$
595.0

 
$
2,475.0

 
$
2,570.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY 2019
 
 
 
Adjusted Net Income
 
Adjusted Diluted Earnings Per Share
 
 
 
Low
 
High
 
Low
 
High
 
 
 
 
 
 
 
 
 
 
Net income and net income per diluted share attributable to PRA Health Sciences, Inc.
 
$
245.0

 
$
255.0

 
$
3.65

 
$
3.80

Adjustments:
 
 
 
 
 
 
 
 
Provision for income taxes
 
85.0

 
80.0

 
1.27

 
1.19

Amortization of intangible assets
 
69.0

 
69.0

 
1.03

 
1.03

Amortization of deferred financing costs
 
2.0

 
2.0

 
0.03

 
0.03

Amortization of terminated interest rate swaps
 
7.0

 
7.0

 
0.10

 
0.10

Stock-based compensation expense (a)
 
36.0

 
36.0

 
0.54

 
0.54

Adjusted pre-tax income
 
444.0

 
449.0

 
6.62

 
6.69

Adjusted tax expense (l)
 
(113.0)

 
(108.0)

 
(1.69)

 
(1.61)

Adjusted net income and adjusted net income per diluted share attributable to PRA Health Sciences, Inc.
 
$
331.0

 
$
341.0

 
$
4.93

 
$
5.08

 
 
 
 
 
 
 
 
 
 
 
 
 
Q1 2019
 
 
 
Adjusted Net Income
 
Adjusted Diluted Earnings Per Share
 
 
 
Low
 
High
 
Low
 
High
 
 
 
 
 
 
 
 
 
 
Net income and net income per diluted share attributable to PRA Health Sciences, Inc.
 
$
49.0

 
$
53.0

 
$
0.74

 
$
0.79

Adjustments:
 
 
 
 
 
 
 
 
Provision for income taxes
 
17.0

 
17.0

 
0.25

 
0.25

Amortization of intangible assets
 
17.0

 
17.0

 
0.25

 
0.25

Amortization of deferred financing costs
 
1.0

 
1.0

 
0.01

 
0.01

Amortization of terminated interest rate swaps
 
2.0

 
2.0

 
0.03

 
0.03

Stock-based compensation expense (a)
 
9.0

 
9.0

 
0.13

 
0.13

Adjusted pre-tax income
 
95.0

 
99.0

 
1.41

 
1.46

Adjusted tax expense (l)
 
(24.0)

 
(24.0)

 
(0.36)

 
(0.36)

Adjusted net income and adjusted net income per diluted share attributable to PRA Health Sciences, Inc.
 
$
71.0

 
$
75.0

 
$
1.05

 
$
1.10

(a)
Stock-based compensation expense represents the amount of recurring non-cash expense related to the Company’s equity compensation programs, excluding transaction-related stock-based compensation discussed in footnote (g).
(b)
Loss on disposal of fixed assets represents the costs incurred in connection with the sale or disposition of fixed assets, primarily IT equipment and furniture and fixtures. We exclude these losses from adjusted EBITDA and adjusted net income because they result from investing decisions rather than from decisions made related to our ongoing operations.
(c)
Loss on modification or extinguishment of debt relates to costs incurred in connection with changes to our long-term debt. We exclude these losses from adjusted EBITDA and adjusted net income because they result from financing decisions rather than from decisions made related to our ongoing operations.
(d)
Foreign currency losses (gains), net primarily relates to gains or losses that arise in connection with the revaluation of short-term inter-company balances between our domestic and international subsidiaries. In addition, this amount includes




gains or losses from foreign currency transactions, such as those resulting from the settlement of third-party accounts receivable and payables denominated in a currency other than the local currency of the entity making the payment. We exclude these gains and losses from adjusted EBITDA and adjusted net income because they result from financing decisions rather than from decisions made related to our ongoing operations and because fluctuations from period- to- period do not necessarily correspond to changes in our operating results.
(e)
Other non-operating expense, net represents income and expense that are non-operating and whose fluctuations from period- to -period do not necessarily correspond to changes in our operating results.
(f)
The foreign research and development credits are the result of a comprehensive analysis we have been performing across the organization to determine whether expenditures incurred qualify as research and development as defined by the respective jurisdiction. The amounts recorded in this line item represent amounts recorded in the current period that related to a prior period.
(g)
Transaction-related costs relate primarily to the acquisition of Symphony Health Solutions Corporation (“Symphony Health”), secondary offerings, fair-value revaluation of acquisition-related earn-out liabilities and the receivables financing agreement. Such costs for the year ended December 31, 2018 consist of $32.6 million for changes in the estimated fair value of contingent consideration related to our recent acquisitions, $1.4 million related to Symphony retention bonuses that will be reimbursed by the seller, $0.5 million of fees incurred in connection with our August 2018 secondary offering, $0.8 million of stock-based compensation expense related to the release of a portion of the transfer restrictions on vested options, and $0.5 million of third-party fees associated with the amendment to our accounts receivable financing agreement. Transaction-related costs for the year ended December 31, 2017 consist of $6.4 million of fees incurred in connection with the acquisition of Symphony Health, $5.3 million of stock-based compensation expense related to the release of the transfer restrictions on vested options, $1.0 million of third-party fees incurred in connection with our August 2017 secondary offering and $75.0 million related to changes in the fair value of earn-out liabilities associated with our recent acquisitions.
(h)
Acquisition-related costs primarily relate to costs incurred in connection with due diligence performed in connection with contemplated acquisitions, excluding those associated with the acquisition of Symphony Health that are discussed in footnote (g); the acquisition of Nextrials, Inc., the acquisition of Parallel 6, Inc., and the integration cost for the Takeda joint venture, as well as costs related to other potential acquisitions to enhance our strategic objectives. Integration costs primarily consist of professional fees, rebranding costs, the elimination of redundant facilities and any other costs incurred directly related to the integration of these acquisitions.
(i)
Lease termination expense represents charges incurred in connection with the termination of leases at locations that are no longer being used by the Company.
(j)
Severance and restructuring charges represent amounts incurred in connection with the elimination of redundant positions within the organization, including positions eliminated in connection with acquisitions made by the Company.
(k)
We have escalating leases that require the amortization of rent expense on a straight-line basis over the life of the lease. The non-cash rent adjustment represents the difference between rent expense recorded in the consolidated statement of operations and the amount of cash actually paid.
(l)
Represents the tax effect of adjusted pre-tax income at our estimated effective tax rate.