UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2013
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number: 001-35907
QUINTILES TRANSNATIONAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
North Carolina | 27-1341991 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
4820 Emperor Blvd., Durham, North Carolina 27703
(Address of principal executive offices and Zip Code)
(919) 998-2000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of Common Stock, as of the latest practicable date.
Class |
Number of Shares Outstanding | |
Common Stock $0.01 par value | 115,794,390 shares outstanding as of May 8, 2013 |
QUINTILES TRANSNATIONAL HOLDINGS INC.
FORM 10-Q
TABLE OF CONTENTS
Page | ||||||
3 | ||||||
Item 1. | 3 | |||||
Condensed Consolidated Statements of Income for the three months ended March 31, 2013 and 2012 |
3 | |||||
4 | ||||||
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 |
5 | |||||
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 |
6 | |||||
7 | ||||||
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
15 | ||||
Item 3. | 24 | |||||
Item 4. | 24 | |||||
PART IIOTHER INFORMATION | 24 | |||||
Item 1. | 24 | |||||
Item 1A. | 24 | |||||
Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
24 | ||||
Item 5. | 25 | |||||
Item 6. | 26 | |||||
SIGNATURES | 27 |
2
QUINTILES TRANSNATIONAL HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(in thousands, except per share data) |
||||||||
Service revenues |
$ | 927,435 | $ | 888,035 | ||||
Reimbursed expenses |
301,406 | 268,549 | ||||||
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|
|
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Total revenues |
1,228,841 | 1,156,584 | ||||||
Costs, expenses and other: |
||||||||
Costs of revenues |
912,515 | 859,112 | ||||||
Selling, general and administrative |
199,302 | 205,795 | ||||||
Restructuring costs |
1,859 | (310 | ) | |||||
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|
|
|
|||||
Income from operations |
115,165 | 91,987 | ||||||
Interest income |
(452 | ) | (425 | ) | ||||
Interest expense |
36,042 | 29,345 | ||||||
Other (income) expense, net |
(2,382 | ) | (2,419 | ) | ||||
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|
|
|
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Income before income taxes and equity in (losses) earnings of unconsolidated affiliates |
81,957 | 65,486 | ||||||
Income tax expense |
32,118 | 24,251 | ||||||
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|
|
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Income before equity in (losses) earnings of unconsolidated affiliates |
49,839 | 41,235 | ||||||
Equity in (losses) earnings of unconsolidated affiliates |
(1,683 | ) | 1,573 | |||||
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Net income |
48,156 | 42,808 | ||||||
Net loss attributable to noncontrolling interests |
153 | 465 | ||||||
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Net income attributable to Quintiles Transnational Holdings Inc. |
$ | 48,309 | $ | 43,273 | ||||
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Earnings per share attributable to common shareholders: |
||||||||
Basic |
$ | 0.42 | $ | 0.37 | ||||
Diluted |
$ | 0.41 | $ | 0.37 | ||||
Weighted average common shares outstanding: |
||||||||
Basic |
115,769 | 115,808 | ||||||
Diluted |
118,740 | 117,551 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
QUINTILES TRANSNATIONAL HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Net income |
$ | 48,156 | $ | 42,808 | ||||
Unrealized gains on marketable securities, net of income taxes of $26 and $7 |
42 | 11 | ||||||
Unrealized losses on derivative instruments, net of income taxes of $181 and ($1,111) |
(618 | ) | (1,255 | ) | ||||
Foreign currency adjustments, net of income taxes of ($4,635) and $2,500 |
(15,640 | ) | (1,078 | ) | ||||
Defined benefit plan adjustment, net of income taxes of ($34) |
| (101 | ) | |||||
Reclassification adjustments: |
||||||||
(Gains) losses on derivative instruments included in net income, net of income taxes of ($10) and $210 |
(30 | ) | 622 | |||||
Amortization of prior service costs and losses included in net income, net of income taxes of $101 and $112 |
166 | 181 | ||||||
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Comprehensive income |
32,076 | 41,188 | ||||||
Comprehensive loss attributable to noncontrolling interests |
151 | 421 | ||||||
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Comprehensive income attributable to Quintiles Transnational Holdings Inc. |
$ | 32,227 | $ | 41,609 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
QUINTILES TRANSNATIONAL HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2013 |
December 31, 2012 |
|||||||
(unaudited) | (Note 1) | |||||||
(in thousands, except per share data) |
||||||||
ASSETS | ||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 454,293 | $ | 567,728 | ||||
Restricted cash |
3,880 | 2,822 | ||||||
Trade accounts receivable and unbilled services, net |
779,342 | 745,373 | ||||||
Prepaid expenses |
41,306 | 33,354 | ||||||
Deferred income taxes |
67,192 | 69,038 | ||||||
Income taxes receivable |
20,675 | 17,597 | ||||||
Other current assets and receivables |
72,809 | 74,082 | ||||||
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|
|
|
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Total current assets |
1,439,497 | 1,509,994 | ||||||
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|
|
|
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Property and equipment, net |
190,166 | 193,999 | ||||||
Investments in debt, equity and other securities |
35,942 | 35,951 | ||||||
Investments in and advances to unconsolidated affiliates |
21,640 | 19,148 | ||||||
Goodwill |
297,569 | 302,429 | ||||||
Other identifiable intangibles, net |
274,003 | 272,813 | ||||||
Deferred income taxes |
32,399 | 37,313 | ||||||
Deposits and other assets |
135,489 | 127,506 | ||||||
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|
|
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Total assets |
$ | 2,426,705 | $ | 2,499,153 | ||||
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LIABILITIES AND SHAREHOLDERS DEFICIT |
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Current liabilities: |
||||||||
Accounts payable and accrued expenses |
$ | 671,448 | $ | 751,798 | ||||
Unearned income |
454,108 | 456,587 | ||||||
Income taxes payable |
17,057 | 9,639 | ||||||
Current portion of long-term debt and obligations held under capital leases |
34,741 | 55,710 | ||||||
Other current liabilities |
44,634 | 44,230 | ||||||
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|
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Total current liabilities |
1,221,988 | 1,317,964 | ||||||
Long-term debt and obligations held under capital leases, less current portion |
2,354,763 | 2,366,268 | ||||||
Deferred income taxes |
16,000 | 11,616 | ||||||
Other liabilities |
156,249 | 162,349 | ||||||
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Total liabilities |
3,749,000 | 3,858,197 | ||||||
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Commitments and contingencies |
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Shareholders deficit: |
||||||||
Common stock and additional paid-in capital, 150,000 authorized, $0.01 par value, 115,790 and 115,764 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively |
9,227 | 4,554 | ||||||
Accumulated deficit |
(1,323,463 | ) | (1,371,772 | ) | ||||
Accumulated other comprehensive income |
(8,387 | ) | 7,695 | |||||
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|
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Deficit attributable to Quintiles Transnational Holdings Inc.s shareholders |
(1,322,623 | ) | (1,359,523 | ) | ||||
Equity attributable to noncontrolling interests |
328 | 479 | ||||||
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|
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Total shareholders deficit |
(1,322,295 | ) | (1,359,044 | ) | ||||
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Total liabilities and shareholders deficit |
$ | 2,426,705 | $ | 2,499,153 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
QUINTILES TRANSNATIONAL HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Operating activities: |
||||||||
Net income |
$ | 48,156 | $ | 42,808 | ||||
Adjustments to reconcile net income to cash (used in) provided by operating activities: |
||||||||
Depreciation and amortization |
24,640 | 23,271 | ||||||
Amortization of debt issuance costs and discount |
2,875 | 1,634 | ||||||
Share-based compensation |
4,473 | 7,386 | ||||||
Gain on disposals of property and equipment, net |
(296 | ) | (522 | ) | ||||
Loss (earnings) from unconsolidated affiliates |
1,683 | (1,573 | ) | |||||
Provision for deferred income taxes |
11,164 | 3,836 | ||||||
Excess income tax benefits on stock option exercises |
(196 | ) | (151 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Change in accounts receivable, unbilled services and unearned income |
(39,654 | ) | (7,697 | ) | ||||
Change in other operating assets and liabilities |
(74,303 | ) | (64,351 | ) | ||||
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|
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Net cash (used in) provided by operating activities |
(21,458 | ) | 4,641 | |||||
Investing activities: |
||||||||
Acquisition of property, equipment and software |
(31,459 | ) | (11,146 | ) | ||||
Proceeds from disposition of property and equipment |
659 | 906 | ||||||
Purchases of equity securities and other investments |
| (6,559 | ) | |||||
Proceeds from dividends and sale of equity securities and other investments |
60 | 70 | ||||||
Investments in and advances to unconsolidated affiliates, net of payments received |
(4,377 | ) | (2,448 | ) | ||||
Change in restricted cash, net |
(1,077 | ) | (850 | ) | ||||
Other |
| (1,473 | ) | |||||
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|
|
|
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Net cash used in investing activities |
(36,194 | ) | (21,500 | ) | ||||
Financing activities: |
||||||||
Proceeds from issuance of debt, net of costs |
| 287,810 | ||||||
Repayment of debt and principal payments on capital lease obligations |
(34,304 | ) | (5,892 | ) | ||||
Issuance of common stock |
149 | | ||||||
Repurchase of common stock |
| (9,214 | ) | |||||
Excess income tax benefits on stock option exercises |
196 | 151 | ||||||
Dividends paid to common shareholders |
| (326,148 | ) | |||||
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|
|
|
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Net cash used in financing activities |
(33,959 | ) | (53,293 | ) | ||||
Effect of foreign currency exchange rate changes on cash |
(21,824 | ) | 127 | |||||
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|
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Decrease in cash and cash equivalents |
(113,435 | ) | (70,025 | ) | ||||
Cash and cash equivalents at beginning of period |
567,728 | 516,299 | ||||||
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Cash and cash equivalents at end of period |
$ | 454,293 | $ | 446,274 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
QUINTILES TRANSNATIONAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements of Quintiles Transnational Holdings Inc. (the Company) and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Companys financial condition and results of operations have been included. Operating results for the period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the Companys audited consolidated financial statements included in the Companys prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act), with the Securities and Exchange Commission (the SEC) on May 9, 2013 (the Prospectus). The balance sheet at December 31, 2012 has been derived from the audited consolidated financial statements of the Company but does not include all disclosures required by GAAP.
Reclassifications and Classification of Depreciation and Amortization
The Company revised its previously reported costs of revenues and selling, general and administrative expenses for the three months ended March 31, 2012 to correctly present depreciation and amortization expense associated with selling, general and administrative expenses. This resulted in a decrease in costs of revenues and a corresponding increase in selling, general and administrative expenses of $19.7 million. This revision was more than offset by certain other reclassifications between costs of revenues and selling, general and administrative expenses to conform to the current period presentation. These changes had no effect on previously reported total revenues, net income, shareholders deficit or cash flows.
The below table summarizes the impact of the revisions for depreciation and amortization expenses and reclassifications for certain other costs on the three months ended March 31, 2012 (in thousands):
As
previously reported |
As revised | |||||||
Costs of revenues |
$ | 821,838 | $ | 859,112 | ||||
Selling, general and administrative expenses |
243,069 | 205,795 |
2. | Employee Stock Compensation |
The Company granted options to purchase 75,000 shares of its common stock during the three months ended March 31, 2013, and granted none during the three months ended March 31, 2012. As of March 31, 2013, there were options outstanding to acquire 11,079,690 shares of the Companys common stock.
The Company recognized share-based compensation expense of $4.5 million and $7.4 million for the three months ended March 31, 2013 and 2012, respectively. The Company used the following assumptions when estimating the value of the share-based awards issued during the three months ended March 31, 2013:
Expected volatility |
34 47% | |
Weighted average expected volatility |
42% | |
Expected dividends |
5.45% | |
Expected term (in years) |
3.4 6.4 | |
Risk-free interest rate |
0.48 1.19% |
As of March 31, 2013, there were 94,250 cash-settled stock appreciation rights outstanding. The stock appreciation rights require the Company to settle in cash an amount equal to the difference between the fair value of the Companys common stock on the date of the exercise and the grant price, multiplied by the number of stock appreciation rights being exercised.
7
3. | Concentration of Credit Risk |
No customer accounted for 10% or more of consolidated service revenues for the three months ended March 31, 2013 or 2012.
4. | Accounts Receivable and Unbilled Services |
Accounts receivable and unbilled services consist of the following (in thousands):
March 31, 2013 |
December 31, 2012 |
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Trade: |
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Billed |
$ | 334,869 | $ | 346,732 | ||||
Unbilled services |
446,072 | 400,610 | ||||||
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780,941 | 747,342 | |||||||
Allowance for doubtful accounts |
(1,599 | ) | (1,969 | ) | ||||
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$ | 779,342 | $ | 745,373 | |||||
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5. | Goodwill |
The following is a summary of goodwill by segment for the three months ended March 31, 2013 (in thousands):
Product Development |
Integrated Healthcare Services |
Consolidated | ||||||||||
Balance as of December 31, 2012 |
$ | 237,757 | $ | 64,672 | $ | 302,429 | ||||||
Impact of foreign currency fluctuations and other |
(1,934 | ) | (2,926 | ) | (4,860 | ) | ||||||
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Balance as of March 31, 2013 |
$ | 235,823 | $ | 61,746 | $ | 297,569 | ||||||
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6. | Investments Debt, Equity and Other Securities |
In December 2011, the Company and Intarcia Therapeutics (Intarcia) entered into an alliance to develop a new therapy for type 2 diabetes whereby Intarcia will use the Company to conduct Phase III pivotal trials and a cardiovascular outcomes trial. Under the alliance, the Company provided Intarcia a customer incentive of $12.5 million and acquired $5.0 million of preferred stock of Intarcia. As of March 31, 2013 and December 31, 2012, the total customer incentive of $11.8 million and $11.9 million, respectively, has been recorded in deposits and other assets on the accompanying condensed consolidated balance sheets. The $5.0 million investment in preferred stock of Intarcia is recorded in investments debt, equity and other securities on the accompanying condensed consolidated balance sheets as of March 31, 2013 and December 31, 2012. The customer incentive is being amortized in proportion to the revenues earned as a reduction of revenue recorded under the service arrangements.
7. | Derivatives |
As of March 31, 2013, the Company held the following derivative positions: (i) a freestanding warrant to purchase shares of common stock of a third party, (ii) forward exchange contracts to protect against foreign exchange movements for certain forecasted foreign currency cash flows related to service contracts and (iii) interest rate swaps to hedge the exposure to variability in interest payments on variable interest rate debt. The Company does not use derivative financial instruments for speculative or trading purposes.
On June 30, 2011, in connection with a financial arrangement with a third party, the Company acquired a freestanding warrant to purchase shares of the third partys common stock. No quoted price is available for the warrant. Accordingly, the Company uses various valuation techniques to value the warrant including the present value of estimated expected future cash flows, option-pricing models and fundamental analysis. Factors affecting the valuation include the current price of the underlying common stock, the exercise price of the warrant, the expected time to exercise the warrant, the estimated price volatility of the underlying common stock over the life of the warrant and the restrictions on the transferability of or ability to exercise the warrant. The Company recognized investment losses of approximately $11,000 and $4,000 during the three months ended March 31, 2013 and 2012, respectively, related to the warrant. The Company did not sell derivative instruments during the three months ended March 31, 2013 or 2012.
8
As of March 31, 2013, the Company had 15 open foreign exchange forward contracts to hedge certain forecasted foreign currency cash flow transactions occurring in 2013. As these contracts were entered into to hedge the risk of the potential volatility in the cash flows resulting from fluctuations in currency exchange rates during the last nine months of 2013, these transactions are accounted for as cash flow hedges. As such, the effective portion of the gain or loss on the contracts is recorded as unrealized gains (losses) on derivatives included in the accumulated other comprehensive income component of shareholders deficit. These hedges are highly effective. As of March 31, 2013, the Company had recorded gross unrealized losses related to foreign exchange forward contacts of approximately $1.9 million. No such gross unrealized losses were recorded as of December 31, 2012. As of December 31, 2012, the Company had recorded gross unrealized gains of approximately $465,000 related to foreign exchange forward contracts. No such unrealized gains were recorded as of March 31, 2013. Upon expiration of the hedge instruments during 2013, the Company will reclassify the unrealized holding gains and losses on the derivative instruments included in the accumulated other comprehensive income component of shareholders deficit into income. The unrealized gains are included in other current assets and the unrealized losses are included in other current liabilities on the accompanying condensed consolidated balance sheets as of March 31, 2013 and December 31, 2012.
During 2012, the Company, through its acquired subsidiary, Outcome Sciences, Inc., had open foreign exchange forward contracts to protect against the effects of foreign currency fluctuations on certain foreign currency cash flow transactions occurring in 2012. The derivative instruments that matured in 2012 had not been designated as hedges and, as a result, changes in the fair value were recorded as other (income) expense, net. The Company recognized $263,000 of losses related to these foreign exchange forward contracts as other (income) expense, net on the accompanying condensed consolidated statement of income for the three months ended March 31, 2012. All of these contracts matured during 2012.
On June 9, 2011, the Company entered into six interest rate swaps effective September 28, 2012 and expiring between September 30, 2013 and March 31, 2016 in an effort to limit its exposure to changes in the variable interest rate on its senior secured credit facilities. At March 31, 2013, the interest rate swaps effectively converted approximately 46.2%, or $975.0 million of the Companys borrowings under its secured credit facilities, which are variable rate debt, to a fixed rate of approximately 2.53% plus the applicable margin of 3.25%. The critical terms of the interest rate swaps were substantially the same as those of the Companys senior secured credit facilities, including quarterly interest settlements. These interest rate swaps are being accounted for as cash flow hedges as these transactions were entered into to hedge the Companys interest payments. As such, the effective portion of the gains or losses on the derivative instruments are recorded as unrealized gains (losses) on derivatives included in the accumulated other comprehensive income component of shareholders deficit. The Company includes the impact from these hedges in the same line item as the hedged item on the accompanying condensed consolidated statements of cash flows. These hedges are deemed to be highly effective. As of March 31, 2013 and December 31, 2012, the Company had recorded gross unrealized losses of approximately $32.1 million and $34.0 million, respectively, related to interest rate swaps which are included in other current liabilities on the accompanying condensed consolidated balance sheet. The Company does not expect to recognize any of the unrealized losses in its income during the next 12 months.
The fair values of the Companys derivative instruments designated as hedging instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded are summarized in the following table (in thousands):
Balance Sheet Classification |
March 31, 2013 |
December 31, 2012 |
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Foreign exchange forward contracts |
Other current assets | $ | | $ | 465 | |||||
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Foreign exchange forward contracts |
Other current liabilities | $ | 1,926 | $ | | |||||
Interest rate swaps |
Other current liabilities | 32,095 | 34,007 | |||||||
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Total |
$ | 34,021 | $ | 34,007 | ||||||
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|
The fair values of the Companys derivative instruments not designated as hedging instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded are summarized in the following table (in thousands):
Balance Sheet Classification |
March 31, 2013 |
December 31, 2012 |
||||||||
Warrants |
Deposits and other assets | $ | 40 | $ | 29 | |||||
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9
The effect of the Companys cash flow hedging instruments on other comprehensive income (loss) is summarized in the following table (in thousands):
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Foreign exchange forward contracts |
$ | (2,391 | ) | $ | 2,281 | |||
Interest rate swaps |
1,912 | (3,843 | ) | |||||
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Total |
$ | (479 | ) | $ | (1,562 | ) | ||
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Losses from derivative instruments not designated as hedges impacting the Companys condensed consolidated statements of income are summarized below (in thousands):
Three Months Ended March 31, | ||||||||||
Income Statement Classification |
2013 | 2012 | ||||||||
Warrants |
Other (income) expense, net | $ | 11 | $ | 4 | |||||
Foreign exchange forward contracts |
Other (income) expense, net | | 263 | |||||||
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Total |
$ | 11 | $ | 267 | ||||||
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8. | Fair Value Measurements |
The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 Quoted prices in active markets for identical assets or liabilities. |
| Level 2 Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
| Level 3 Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
Recurring Fair Value Measurements
The following table summarizes the fair value of the Companys financial assets and liabilities that are measured on a recurring basis as of March 31, 2013 (in thousands):
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Marketable equity securities |
$ | 2,495 | $ | | $ | | $ | 2,495 | ||||||||
Warrants |
| | 40 | 40 | ||||||||||||
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Total |
$ | 2,495 | $ | | $ | 40 | $ | 2,535 | ||||||||
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Liabilities: |
||||||||||||||||
Foreign exchange forward contracts |
$ | | $ | 1,926 | $ | | $ | 1,926 | ||||||||
Interest rate swaps |
| 32,095 | | 32,095 | ||||||||||||
Contingent consideration |
| | 3,340 | 3,340 | ||||||||||||
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Total |
$ | | $ | 34,021 | $ | 3,340 | $ | 37,361 | ||||||||
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Below is a summary of the valuation techniques used in determining fair value:
Marketable equity securities The Company values marketable equity securities utilizing quoted market prices for these securities.
Warrants The Company values warrants utilizing the Black-Scholes-Merton model.
10
Foreign exchange forward contracts The Company values foreign exchange forward contracts using quoted market prices for identical instruments in less active markets or using other observable inputs.
Interest rate swaps The Company values interest rate swaps using market inputs with mid-market pricing as a practical expedient for bid-ask spread.
Contingent consideration The Company values contingent consideration, related to business combinations, using a weighted probability of potential payment scenarios discounted at rates reflective of the weighted average cost of capital for the businesses acquired.
The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the three months ended March 31 (in thousands):
Warrants Deposits and Other Assets |
Contingent Consideration Accounts Payable and Accrued Expenses |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Balance as of January 1 |
$ | 29 | $ | 12 | $ | 3,521 | $ | 6,165 | ||||||||
Purchases and issuances |
| | | | ||||||||||||
Revaluations included in earnings |
11 | (4 | ) | (181 | ) | 190 | ||||||||||
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Balance as of March 31 |
$ | 40 | $ | 8 | $ | 3,340 | $ | 6,355 | ||||||||
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The revaluations for the warrants and the contingent consideration are recognized in other (income) expense, net on the accompanying condensed consolidated statements of income.
Non-recurring Fair Value Measurements
Certain assets are carried on the accompanying condensed balance sheets at cost and are not remeasured to fair value on a recurring basis. These assets include cost and equity method investments and loans that are written down to fair value for declines which are deemed to be other-than-temporary, definite-lived intangible assets which are tested when a triggering event occurs, and goodwill and identifiable indefinite-lived intangible assets which are tested for impairment annually and when a triggering event occurs.
As of March 31, 2013, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaling approximately $626.7 million were identified as Level 3. These assets are comprised of cost and equity method investments of $55.1 million, goodwill of $297.6 million and identifiable intangible assets of $274.0 million. During the three months ended March 31, 2013, there were no changes in the valuation techniques used to determine the fair values of the Companys assets not remeasured on a recurring basis.
The Company has unfunded cash commitments totaling approximately $45.1 million related to its cost and equity method investments as of March 31, 2013.
Other
The estimated fair value of the Companys long-term debt was $2.5 billion at March 31, 2013 and December 31, 2012 compared to carrying amounts aggregating $2.4 billion at each of these periods. The estimates of fair value are primarily based on rates in which the debt is traded among banks.
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9. | Noncontrolling Interests |
Below is a summary of noncontrolling interests (in thousands):
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Balance, January 1 |
$ | 479 | $ | 788 | ||||
Comprehensive loss: |
||||||||
Net loss |
(153 | ) | (465 | ) | ||||
Foreign currency adjustments, net of tax |
2 | 44 | ||||||
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Balance, March 31 |
$ | 328 | $ | 367 | ||||
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10. | Restructuring |
In February 2013, the Companys Board of Directors approved a restructuring plan of up to $15.0 million to migrate the delivery of services, primarily in the Product Development segment, and to reduce anticipated overcapacity in selected areas, primarily in the Integrated Healthcare Services segment. These actions are expected to occur throughout 2013 and are expected to result in severance for approximately 400 positions. The Company recognized approximately $2.0 million of total restructuring costs related to this plan during the three months ended March 31, 2013. All of the restructuring costs are related to severance costs, with approximately $788,000 and $1.1 million related to activities in the Product Development segment and the Integrated Healthcare Services segment, respectively. The remaining charge of approximately $97,000 is related to corporate activities. Restructuring costs are not allocated to the Companys reportable segments as they are not part of the segment performance measures regularly reviewed by management.
As of March 31, 2013, the following amounts were recorded for the restructuring plans (in thousands):
Severance and Related Costs | Exit Costs | |||||||||||||||||||||||||||||||
Balance
at December 31, 2012 |
Expense, Net of Reversals |
Payments | Foreign Currency Translation |
Expense, Net of Reversals |
Payments | Foreign Currency Translation |
Balance at March 31, 2013 |
|||||||||||||||||||||||||
2013 Plan |
$ | | $ | 1,987 | $ | (645 | ) | $ | (18 | ) | $ | | $ | | $ | | $ | 1,324 | ||||||||||||||
2012 Plan |
11,220 | (15 | ) | (6,053 | ) | (111 | ) | | | | 5,041 | |||||||||||||||||||||
Prior Year Plans |
1,564 | (115 | ) | (367 | ) | (18 | ) | 2 | (43 | ) | (1 | ) | 1,022 | |||||||||||||||||||
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$ | 12,784 | $ | 1,857 | $ | (7,065 | ) | $ | (147 | ) | $ | 2 | $ | (43 | ) | $ | (1 | ) | $ | 7,387 | |||||||||||||
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11. | Defined Benefit Plans |
The following table summarizes the components of pension expense related to the Companys defined benefit plans (in thousands):
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Service cost |
$ | 3,145 | $ | 3,513 | ||||
Interest cost |
938 | 947 | ||||||
Expected return on plan assets |
(692 | ) | (699 | ) | ||||
Amortization of prior service costs |
89 | 103 | ||||||
Amortization of actuarial losses |
186 | 190 | ||||||
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|
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$ | 3,666 | $ | 4,054 | |||||
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12. | Income Taxes |
The Company conducts business globally and, as a result, files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The following table summarizes the tax years that remain open for examination by tax authorities in the most significant jurisdictions in which the Company operates:
United States |
2001-2011 | |||
India |
2006-2012 | |||
Japan |
2007-2011 | |||
United Kingdom |
2008-2011 |
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In certain of the jurisdictions noted above, the Company operates through more than one legal entity, each of which has different open years subject to examination. The table above presents the open years subject to examination for the most material of the legal entities in each jurisdiction. Additionally, it is important to note that tax years are technically not closed until the statute of limitations in each jurisdiction expires. In the jurisdictions noted above, the statute of limitations can extend beyond the open years subject to examination.
Due to the geographic breadth of the Companys operations, numerous tax audits may be ongoing throughout the world at any point in time. Income tax liabilities are recorded based on estimates of additional income taxes which will be due upon the conclusion of these audits. Estimates of these income tax liabilities are made based upon prior experience and are updated in light of changes in facts and circumstances. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities which could be materially different from these estimates. In such an event, the Company will record additional income tax expense or income tax benefit in the period in which such resolution occurs.
13. | Comprehensive Income |
Below is a summary of the components of accumulated other comprehensive income (in thousands):
March 31, 2013 |
December 31, 2012 |
|||||||
Foreign currency translation adjustments |
$ | (928 | ) | $ | 19,349 | |||
Net unrealized gains on marketable securities |
535 | 467 | ||||||
Net unrealized losses on derivative instruments |
(34,056 | ) | (33,579 | ) | ||||
Defined benefit plan adjustments |
(7,968 | ) | (8,235 | ) | ||||
Income taxes |
34,030 | 29,693 | ||||||
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Accumulated other comprehensive (loss) income |
$ | (8,387 | ) | $ | 7,695 | |||
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14. | Segments |
The following table presents the Companys operations by reportable segment. The Company is managed through two reportable segments, Product Development and Integrated Healthcare Services. Product Development, which primarily serves biopharmaceutical customers engaged in research and development, provides clinical research and clinical trial services. Integrated Healthcare Services provides commercialization services to biopharmaceutical customers and research, analytics, outcomes research consulting, and other services to both biopharmaceutical customers and the broader healthcare market.
Certain costs are not allocated to the Companys segments and are reported as general corporate and unallocated expenses. These costs primarily consist of share-based compensation and expenses for corporate overhead functions such as finance, human resources, information technology, facilities and legal. The Company does not allocate restructuring or impairment charges to its segments. Information presented below is in thousands:
Three Months Ended March 31, 2013 | ||||||||||||
Product Development |
Integrated Healthcare Services |
Consolidated | ||||||||||
Service revenues |
$ | 706,307 | $ | 221,128 | $ | 927,435 | ||||||
Reimbursed expenses |
262,776 | 38,630 | 301,406 | |||||||||
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Total revenues |
$ | 969,083 | $ | 259,758 | $ | 1,228,841 | ||||||
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Segment income from operations |
$ | 132,675 | $ | 6,245 | $ | 138,920 | ||||||
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General corporate and unallocated expenses |
(21,896 | ) | ||||||||||
Restructuring costs |
(1,859 | ) | ||||||||||
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Income from operations |
$ | 115,165 | ||||||||||
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Three Months Ended March 31, 2012 | ||||||||||||
Product Development |
Integrated Healthcare Services |
Consolidated | ||||||||||
Service revenues |
$ | 656,362 | $ | 231,673 | $ | 888,035 | ||||||
Reimbursed expenses |
234,268 | 34,281 | 268,549 | |||||||||
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Total revenues |
$ | 890,630 | $ | 265,954 | $ | 1,156,584 | ||||||
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Segment income from operations |
$ | 112,025 | $ | 14,317 | $ | 126,342 | ||||||
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General corporate and unallocated expenses |
(34,665 | ) | ||||||||||
Restructuring costs |
310 | |||||||||||
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Income from operations |
$ | 91,987 | ||||||||||
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Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Depreciation and amortization expense: |
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Product Development |
$ | 18,447 | $ | 15,879 | ||||
Integrated Healthcare Services |
5,353 | 6,292 | ||||||
Corporate |
840 | 1,100 | ||||||
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$ | 24,640 | $ | 23,271 | |||||
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15. | Earnings Per Share |
Anti-dilutive weighted-average outstanding stock options of approximately 1.6 million and 2.2 million were not included in the diluted earnings per share calculations for the three months ended March 31, 2013 and 2012, respectively, because their inclusion would have the effect of increasing the earnings per share. Stock options will have a dilutive effect under the treasury method only when the respective periods average market value of the Companys common stock exceeds the exercise proceeds.
16. | Subsequent Events |
On May 8, 2013, the Companys registration statement on Form S-1, filed with the SEC under the Securities Act on February 15, 2013, as amended, and the Companys registration statement on Form 8-A, filed with the SEC under the Exchange Act on May 2, 2013, each in connection with the Companys expected initial public offering (IPO), became effective. In addition, the Company increased the number of shares of its common stock authorized for issuance to 300 million from 150 million on May 8, 2013. Also on May 8, 2013, the Companys Board and shareholders adopted a new equity incentive plan, the 2013 Stock Incentive Plan, pursuant to which a total of 11 million shares of common stock were reserved for issuance. Effective immediately following the pricing of the Companys IPO, the Company granted options to purchase 2,025,500 shares and 152,600 cash-settled stock appreciation rights under the 2013 Stock Incentive Plan. On May 9, 2013, the Company filed the Prospectus. Also on May 9, 2013, the Companys common stock began trading on the New York Stock Exchange, LLC.
The Company expects to complete its IPO of 23,684,210 shares of the Companys common stock at an initial offering price of $40.00 per share on May 14, 2013. The Company expects its IPO will consist of 13,125,000 shares to be issued by the Company and 10,559,210 shares to be sold by selling shareholders. In addition, the selling shareholders have granted the underwriters a 30-day option to purchase up to an additional 3,552,631 shares of common stock. The Company will not receive any proceeds from the sale of shares by the selling shareholders. The Company anticipates its IPO to result in net proceeds of approximately $489.8 million after deducting underwriting discounts and offering expenses.
14
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Cautionary Statement for Forward-Looking Information
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the notes thereto included in our prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on May 9, 2013, or the Prospectus.
In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect, among other things, our current expectations and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements and should be evaluated as such. Without limiting the foregoing, the words anticipates, believes, estimates, expects, intends, may, plans, projects, should, targets, will and the negative thereof and similar words and expressions are intended to identify forward-looking statements. Unless legally required, we assume no obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.
We caution you that any such forward-looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those in the forward-looking statements, including without limitation, that most of our contracts may be terminated on short notice, and we may be unable to maintain large customer contracts or to enter into new contracts; the historical indications of the relationship of our backlog to revenues may not be indicative of their future relationship; the market for our services may not grow as we expect; we may underprice our contracts or overrun our cost estimates, and if we are unable to achieve operating efficiencies or grow our revenues faster than our expenses, our operating margins will be adversely affected; we may be unable to maintain our information systems or effectively update them; customer or therapeutic concentration could harm our business; our business is subject to risks associated with international operations, including economic, political and other risks, such as compliance with a myriad of foreign laws and regulations, complications from conducting clinical trials in multiple countries simultaneously and changes in exchange rates; government regulators or our customers may limit the scope of prescription or withdraw products from the market, and government regulators may impose new regulatory requirements or may adopt new regulations affecting the biopharmaceutical industry; we may be unable to successfully develop and market new services or enter new markets; our failure to perform services in accordance with contractual requirements, regulatory standards and ethical considerations may subject us to significant costs or liability, which could also damage our reputation and cause us to lose existing business or not receive new business; our services are related to treatment of human patients, and we could face liability if a patient is harmed; and we have substantial indebtedness and may incur additional indebtedness in the future, which could adversely affect our financial condition. For a further discussion of the risks relating to our business, see Risk Factors in the Prospectus.
Overview
We are the worlds largest provider of biopharmaceutical development services and commercial outsourcing services. We are positioned at the intersection of business services and healthcare and generated $927.4 million of service revenues in the first quarter of 2013, conduct business in approximately 100 countries and have approximately 27,000 employees. We use the breadth and depth of our service offerings, our global footprint and our therapeutic, scientific and analytics expertise to help our biopharmaceutical customers, as well as other healthcare customers, navigate the increasingly complex healthcare environment to improve efficiency and to deliver better healthcare outcomes. Our business is currently organized in two reportable segments, Product Development and Integrated Healthcare Services.
15
Product Development
Product Development provides services and expertise that allow biopharmaceutical companies to outsource the clinical development process from first in man trials to post-launch monitoring. Our comprehensive service offering provides the support and functional expertise necessary at each stage of development, as well as the systems and analytical capabilities to help our customers improve product development efficiency and effectiveness. Product Development is comprised of clinical solutions and services and consulting. Clinical solutions and services provides services necessary to develop biopharmaceutical products. These services include project management and clinical monitoring functions for conducting multi-site trials (generally Phase II-IV) (collectively core clinical). These also include clinical trial support services that improve clinical trial decision-making, such as global laboratories, data management, biostatistical, safety and pharmacovigilance, and early clinical development trials, and strategic planning and design services, which help improve decisions and performance. Consulting provides strategy and management consulting services based on life science expertise and advanced analytics, as well as regulatory and compliance consulting services.
Integrated Healthcare Services
Integrated Healthcare Services provides commercial capabilities with a broad geographic presence to the healthcare industry. Our customized commercialization services are designed to accelerate the commercial success of biopharmaceutical and other health-related products. Integrated Healthcare Services provides a broad array of services including commercial services, such as providing contract pharmaceutical sales forces in key geographic markets, as well as a growing number of healthcare business services for the broader healthcare sector. Service offerings include commercial services (sales representatives, strategy, marketing communications and other areas related to commercialization), outcome research (drug therapy analysis, real-world research and evidence-based medicine, including research studies to prove a drugs value) and payer and provider services (comparative and cost-effectiveness research capabilities, clinical management analytics, decision support services, medication adherence and health outcome optimization services, and web-based systems for measuring quality improvement).
Foreign Currency Fluctuations
The impact from foreign currency fluctuations and constant currency information assumes constant foreign currency exchange rates based on the rates in effect for the comparable prior-year period were used in translation. We believe that providing the impact of fluctuations in foreign currency rates on certain financial results can facilitate analysis of period-to-period comparisons of business performance.
Results of Operations
Backlog
We began 2013 with backlog in place at the beginning of the year of $8.7 billion, which was 9% higher as compared to the beginning of 2012. Net new business grew 18% in the first three months of 2013 to $1.2 billion from $1.0 billion in the first three months of 2012, which was driven by growth in Product Development. Backlog represents the value of awards as of a particular date, and net new business represents the value (adjusted for modified or canceled contracts during the period) of awards received during a particular period, in each case for services to be performed in the future that are evidenced by signed contracts, letters of intent and, in some cases, pre-contract commitments that were supported by written communications. Product Developments net new business increased 27% to $1.1 billion for the first three months in 2013 as compared to $846.6 million for the same period in 2012, led by increases in core clinical in Europe and Latin America and increases in our clinical functional resourcing and global laboratory service offerings, partially offset by lower net new business in Asia-Pacific. Net new business growth in our core clinical service offerings in Europe and Latin America resulted from overall growth in those markets. Net new business growth in clinical functional resourcing was primarily due to contract extensions on existing projects. Net new business growth in global laboratories resulted primarily from our ability to leverage our expanding breadth of service offerings due in part to acquisitions made in 2012 and 2011. The decline in net new business in the Asia-Pacific was a result of the competitive market and higher cancellations and contract modifications. Integrated Healthcare Services net new business was $170.4 million for the first three months of 2013 compared to $205.1 million for the same period in 2012. This decline was primarily market driven and concentrated in Japan and North America, and was partially offset by an increase in Europe resulting from the signing of a multi-year contract in Spain, and an agreement to distribute pharmaceutical products in Italy which began in the second quarter of 2012.
16
Our backlog at March 31, 2013 was $9.0 billion compared to backlog of $8.7 billion at December 31, 2012. Although an increase in backlog will generally result in an increase in revenues to be recognized over time (depending on the level of cancellations), an increase in backlog at a particular point in time does not necessarily correspond directly to an increase in revenues during a particular period. The extent to which contracts in backlog will result in revenue depends on many factors, including but not limited to delivery against projected schedules, the need for scope changes (change orders), contract cancellations and the nature, duration, size, complexity and phase of the contracts, each of which factors can vary significantly from time to time. Our ability to continue to grow revenues in the near term at rates comparable to our recent historical results will depend on many factors, including but not limited to the factors affecting the rate at which revenues are derived from backlog, continued growth in net new business that will generate revenue and factors not within our control such as economic conditions and trends in the industry in which we do business.
Revenues
Three Months Ended March 31, | Change | |||||||||||||||
2013 | 2012 | $ | % | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Service revenues |
$ | 927,435 | $ | 888,035 | $ | 39,400 | 4.4 | % | ||||||||
Reimbursed expenses |
301,406 | 268,549 | 32,857 | 12.2 | ||||||||||||
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Total revenues |
$ | 1,228,841 | $ | 1,156,584 | $ | 72,257 | 6.2 | % | ||||||||
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Overall, our service revenues increased $39.4 million, or 4.4%, for the first three months of 2013 as compared to the same period in 2012. This increase is comprised of constant currency revenue growth of approximately $50.3 million, or 5.7%, and $5.6 million, or 0.6%, from businesses acquired in the third quarter of 2012, partially offset by a negative impact of approximately $16.5 million from the effects of foreign currency fluctuations. The constant currency revenue growth resulted from a $51.0 million increase in Product Development partially offset by a slight decrease of $712,000 in Integrated Healthcare Services. The increase in revenue in Product Development was primarily related to delivery on greater backlog coverage in place as we entered the year and the growth in net new business during the first three months of 2013, as described above under Backlog.
Costs of Revenues
Three Months Ended March 31, | Change | |||||||||||||||
2013 | 2012 | $ | % | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Service costs |
$ | 611,109 | $ | 590,563 | $ | 20,546 | 3.5 | % | ||||||||
Reimbursed expenses |
301,406 | 268,549 | 32,857 | 12.2 | ||||||||||||
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Total costs of revenues |
$ | 912,515 | $ | 859,112 | $ | 53,403 | 6.2 | % | ||||||||
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Service costs as a % of service revenues |
65.9 | % | 66.5 | % |
When compared to the same period in 2012, service costs in the first three months of 2013 increased $20.5 million. The increase included a constant currency increase in expenses of approximately $31.8 million and approximately $4.2 million from businesses acquired in the third quarter of 2012, which was partially offset by a positive impact of approximately $15.5 million from the effects of foreign currency fluctuations. The constant currency service costs growth was due to an increase in compensation and related expenses and other expenses directly related to our service contracts. The increase in compensation and related expenses was primarily as a result of a growth-related increase in billable headcount, normal annual merit increases and an increase in incentive compensation. This increase in compensation and related expenses was partially offset by a reduction of an accrual for statutory profit sharing of approximately $5.4 million as a result of guidance handed down by an administrative court in France. Also contributing to the increase in costs of service revenues was an increase in third party costs, primarily related to a new agreement to distribute pharmaceutical products in Italy, and various other individually insignificant factors.
17
Selling, General and Administrative Expenses
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(dollars in thousands) | ||||||||
Selling, general and administrative expenses |
$ | 199,302 | $ | 205,795 | ||||
% of service revenues |
21.5 | % | 23.2 | % |
The $6.5 million decrease in selling, general and administrative expenses in the first three months of 2013 was caused by a constant currency decrease of $5.1 million and a decrease of $3.4 million from a positive foreign currency impact, partially offset by incremental costs of approximately $2.0 million resulting from the business combination completed during the third quarter of 2012. The constant currency decrease was primarily due to the fact that in the first three months of 2012 we incurred expenses related to the repricing of certain stock options in connection with dividends paid to our shareholders (resulting in incremental stock-based compensation expense of $4.5 million) and paid a bonus to certain option holders (totaling $8.9 million), which did not recur in the first three months of 2013. Also contributing to the decline were lower travel expenses in the first quarter of 2013. These decreases were partially offset by increases in compensation and related expenses including the impact of merit increases, an increase in headcount and higher incentive compensation.
Restructuring Costs
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Restructuring costs |
$ | 1,859 | $ | (310 | ) |
We recognized $1.9 million of restructuring charges, net of reversals for changes in estimates, during the first three months of 2013, which was primarily related to our February 2013 restructuring plan to migrate the delivery of services and to reduce anticipated overcapacity in selected areas. These actions are expected to occur throughout 2013 and are expected to result in severance for approximately 400 positions. We believe that this plan will result in annual cost savings of approximately $15.0 to $20.0 million.
Interest Income and Interest Expense
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Interest income |
$ | (452 | ) | $ | (425 | ) | ||
Interest expense |
$ | 36,042 | $ | 29,345 |
Interest income includes interest received from bank balances. Interest expense, which primarily represents interest expense incurred on credit arrangements including term loans and other notes and capital leases, increased primarily as a result of the $300.0 million term loan, which Quintiles Transnational Holdings Inc. obtained in February 2012, or the Holdings Term Loan, and the $175.0 million term loan, which Quintiles Transnational Corp, our wholly-owned subsidiary, obtained under its credit agreement in October 2012.
Other Income, Net
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Other income, net |
$ | (2,382 | ) | $ | (2,419 | ) |
Other income, net primarily consisted of foreign currency net gains of approximately $1.8 million and $2.4 million during the three months ended March 31, 2013 and 2012, respectively.
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Income Tax Expense
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(dollars in thousands) | ||||||||
Income tax expense |
$ | 32,118 | $ | 24,251 | ||||
Effective income tax rate |
39.2 | % | 37.0 | % |
Our effective income tax rate was 39.2% for the first three months of 2013 compared to 37.0% for the same period in 2012. Within our quarterly income tax expense in 2013 and 2012 are certain discrete or one time nonrecurring income tax items which impacted the effective tax rates in both periods. Discrete items are required to be recorded in the quarter in which they occur rather than being included in the estimated annual effective income tax rate. As a result of these discrete income tax items, our effective income tax rate may fluctuate from quarter to quarter.
Segments
Service revenues and income from operations by segment are as follows for the three months ended March 31 (dollars in millions):
Service Revenues | Income from Operations | Operating Profit Margin | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Product Development |
$ | 706.3 | $ | 656.3 | $ | 132.7 | $ | 112.0 | 18.8 | % | 17.1 | % | ||||||||||||
Integrated Healthcare Services |
221.1 | 231.7 | 6.2 | 14.3 | 2.8 | 6.2 | ||||||||||||||||||
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Total segment |
927.4 | 888.0 | 138.9 | 126.3 | 15.0 | % | 14.2 | % | ||||||||||||||||
General corporate and unallocated expenses |
(21.9 | ) | (34.6 | ) | ||||||||||||||||||||
Restructuring costs |
(1.8 | ) | 0.3 | |||||||||||||||||||||
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Consolidated |
$ | 927.4 | $ | 888.0 | $ | 115.2 | $ | 92.0 | ||||||||||||||||
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Certain costs are not allocated to our segments and are reported as general corporate and unallocated expenses. These costs primarily consist of share-based compensation and expenses for corporate office functions such as senior leadership, finance, human resources, information technology, or IT, facilities and legal.
Product Development
Three Months Ended March 31, | Change | |||||||||||||||
2013 | 2012 | $ | % | |||||||||||||
(dollars in millions) | ||||||||||||||||
Service revenues |
$ | 706.3 | $ | 656.3 | $ | 50.0 | 7.6 | % | ||||||||
Costs of service revenues |
428.9 | 404.3 | 24.6 | 6.1 | ||||||||||||
as a percentage of service revenues |
60.7 | % | 61.6 | % | ||||||||||||
Selling, general and administrative expenses |
144.7 | 140.0 | 4.7 | 3.4 | ||||||||||||
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Segment income from operations |
$ | 132.7 | $ | 112.0 | $ | 20.7 | 18.5 | % | ||||||||
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Service Revenues
Product Developments service revenues were $706.3 million in the first three months of 2013, an increase of $50.0 million, or 7.6%, over the same period in 2012. This increase is comprised of constant currency revenue growth of $51.1 million, or 7.8%, and $5.6 million from a business acquired in the third quarter of 2012, which were partially offset by a negative impact of approximately $6.7 million due to the effect of foreign currency fluctuations. The constant currency service revenues growth was primarily a result of a volume-related increase of $57.1 million in clinical solutions and services partially offset by a decrease of $6.0 million from consulting services.
Our clinical solutions and services growth was concentrated in Europe and the Americas. This growth was due largely to growth in the overall market as well as a consistent history of year-over-year growth in net new business that resulted in delivery during 2013 on the higher backlog as we entered the year. Also contributing was strong net new business in Europe in the 2013 quarter. Service revenues from consulting services decreased primarily as a result of reduced activity on a project assisting a customer on a regulatory compliance matter, which we expect to continue to wind down over the remainder of 2013.
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Costs of Service Revenues
Product Developments costs of service revenues were higher by approximately $24.6 million in the first three months of 2013, which was comprised of a $28.1 million constant currency increase and $4.2 million from a business acquired in the third quarter of 2012, partially offset by a reduction of $7.7 million from the effect of foreign currency fluctuations. On a constant currency basis, the increase in costs of service revenues was primarily due to an increase in compensation and related expenses resulting from an increase in billable headcount needed to support our higher volume of revenue, normal annual merit increases, an increase in incentive compensation, and various other individually insignificant factors. This increase in compensation and related expenses was partially offset by a reduction of an accrual for statutory profit sharing of approximately $5.4 million as a result of guidance handed down by an administrative court in France. As a percent of service revenues, Product Developments costs of service revenues were 60.7% and 61.6% in the first three months of 2013 and 2012, respectively. The decrease in costs of service revenues as a percentage of service revenues primarily occurred in Europe, and was the result of the profit sharing accrual reversal and the recognition of a higher volume of revenue for which the services had been performed in prior periods.
Selling, General and Administrative Expenses
As a percent of service revenues, Product Developments selling, general and administrative expenses were 20.5% and 21.3% in the first three months of 2013 and 2012, respectively. Product Developments selling, general and administrative expenses increased approximately $4.7 million in the first three months of 2013 as compared to the same period in 2012. This increase was primarily caused by (1) higher spend on business development, facility and IT costs (including higher depreciation and amortization expense related to an increase in assets in service) and (2) incremental costs of approximately $2.0 million resulting from the business combination completed during the third quarter of 2012. The remaining increase was primarily the result of increases in compensation and related expenses including the impact of merit increases, an increase in headcount and higher incentive compensation. These increases were partially offset by a positive foreign currency impact of approximately $2.3 million.
Integrated Healthcare Services
Three Months Ended March 31, | Change | |||||||||||||||
2013 | 2012 | $ | % | |||||||||||||
(dollars in millions) | ||||||||||||||||
Service revenues |
$ | 221.1 | $ | 231.7 | $ | (10.6 | ) | (4.6 | )% | |||||||
Costs of service revenues |
182.1 | 186.3 | (4.2 | ) | (2.3 | ) | ||||||||||
as a percentage of service revenues |
82.4 | % | 80.4 | % | ||||||||||||
Selling, general and administrative expenses |
32.8 | 31.1 | 1.7 | 5.5 | ||||||||||||
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Segment income from operations |
$ | 6.2 | $ | 14.3 | $ | (8.1 | ) | (56.6 | )% | |||||||
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Service Revenues
Integrated Healthcare Services service revenues were $221.1 million in the first three months of 2013, a decrease of $10.6 million, or 4.6%, over the same period in 2012. This decrease was primarily due to a negative impact of approximately $9.8 million due to the effect of foreign currency fluctuations coupled with a slight constant currency revenue decrease of $712,000, or 0.3%. The decline in constant currency service revenues was related to declines in the Americas and Asia-Pacific regions, partially offset by growth in Europe. The revenue decrease in Asia-Pacific has occurred because growth from new business has not fully offset the impact from the conclusion of a major contract during 2012. The decline in the Americas reflects the impact from reductions in scope and cancellations that occurred in the fourth quarter of 2012. The increase in Europe was primarily due to product revenue from an agreement to distribute pharmaceutical products in Italy (which began in the second quarter of 2012), partially offset by lower service related revenues.
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Costs of Service Revenues
Costs of service revenues in the first three months of 2013 were lower by approximately $4.2 million as compared to the same period in 2012. This decrease was comprised of a reduction of $7.8 million from the effect of foreign currency fluctuations partially offset by a $3.6 million constant currency increase. The constant currency increase was primarily related to costs associated with an agreement to distribute pharmaceutical products in Italy which began in the second quarter of 2012. These costs were partially offset by a decrease in compensation and related expenses driven mainly by a decrease in billable headcount. As a percent of service revenues, Integrated Healthcare Services costs of service revenues were 82.4% and 80.4% in the first three months of 2013 and 2012, respectively. The increase in costs of service revenues as a percent of service revenues was primarily as a result of a shift in revenue mix to lower margin product sales resulting from the product distribution agreement in Italy.
Selling, General and Administrative Expenses
Selling, general and administrative expenses in the first three months of 2013 were higher by approximately $1.7 million as compared to the same period in 2012. This increase was primarily due to $2.6 million from increased compensation and related expenses including the impact of merit increases and higher incentive compensation, which were partially offset by a reduction of approximately $895,000 from the effect of foreign currency fluctuations.
Liquidity and Capital Resources
Overview
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is operating cash flows. In addition to operating cash flows, other significant factors that affect our overall management of liquidity include: capital expenditures, acquisitions, debt service requirements, dividends, common stock repurchases, adequacy of our revolving credit facility, and access to the capital markets.
We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which those funds can be accessed on a cost effective basis. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations. In the future, we may evaluate our ability to assert that the earnings of our foreign subsidiaries are indefinitely reinvested outside of the United States. Making such an assertion would limit our ability to repatriate cash from our foreign subsidiaries for the foreseeable future. Such an evaluation would include, among other things, determining the sufficiency of cash flows expected to be generated in the United States to fund our operating requirements and debt service obligations in the United States, and an analysis of the impact of the use of proceeds upon completion of our initial public offering, or IPO. If we are able to assert that the earnings of our foreign subsidiaries are indefinitely reinvested outside of the United States, we anticipate that the impact would be a reduction to our effective income tax rate in future periods affected by the change of between approximately 400 and 550 basis points. There can be no assurance that such an analysis will result in us electing to adopt a policy of indefinitely reinvesting the earnings of our foreign subsidiaries outside of the United States, or that such a policy, if elected, would result in advantageous tax treatment under the provisions of ASC 740, Income Taxes.
We had a cash balance of $454.3 million at March 31, 2013 ($89.6 million of which was in the United States), a decrease from $567.7 million at December 31, 2012.
On May 14, 2013, we expect to complete our IPO of 23,684,210 shares of our common stock at an initial offering price of $40.00 per share, consisting of 13,125,000 shares to be issued by us and 10,559,210 shares to be sold by selling shareholders. In addition, the selling shareholders have granted the underwriters a 30-day option to purchase up to an additional 3,552,631 shares of common stock. We will not receive any proceeds from the sale of shares by the selling shareholders. We anticipate our IPO to result in net proceeds of approximately $489.8 million after deducting underwriting discounts and offering expenses. We plan to use net proceeds from the IPO as follows: (i) approximately $306.0 million to pay all amounts outstanding under the Holdings Term Loan including related fees and expenses, (ii) approximately $50.0 million to repay indebtedness under our senior secured credit facilities, and (iii) $25.0 million to pay a one-time fee to terminate our management agreement with Dennis B. Gillings, or Dr. Gillings, and the private investment firms of Bain Capital Partners, LLC, TPG Capital, L.P., 3i Corporation, Aisling Capital, LLC and Cassia Fund Management (Private) Limited. We anticipate using the remainder of the net proceeds for general corporate purposes, including strategic growth opportunities.
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Based on our current operating plan, we believe that our available cash and cash equivalents, together with the anticipated net proceeds from our IPO, future cash flows from operations and our ability to access funds under our revolving credit facility, will enable us to fund our operating requirements and capital expenditures and meet debt obligations for at least the next 12 months. We regularly evaluate our debt arrangements, as well as market conditions, and from time to time we may explore opportunities to modify our existing debt arrangements or pursue additional financing arrangements that could result in the issuance of new debt securities by us or our affiliates. We may use our existing cash, cash generated from operations or dispositions of assets or businesses and/or proceeds from any new financing arrangements or issuances of debt or equity securities to pay off or reduce some of our outstanding obligations, to pay dividends, to repurchase shares from our shareholders or for other purposes. As part of our ongoing business strategy, we also are continually evaluating new acquisition, expansion and investment possibilities or other strategic growth opportunities, as well as potential dispositions of assets or businesses, as appropriate, including dispositions that may cause us to recognize a loss on certain assets. Should we elect to pursue any such transaction, we may seek to obtain debt or equity financing to facilitate those activities. Our ability to enter into any such potential transactions and our use of cash or proceeds is limited to varying degrees by the terms and restrictions contained in our senior secured credit facilities. We cannot provide assurances that we will be able to complete any such alternative financing arrangements or other transactions on favorable terms or at all.
Long-Term Debt
As of March 31, 2013, we had $2.41 billion of total indebtedness excluding $300.0 million of additional available borrowings under our revolving credit facility. Our long-term debt arrangements contain usual and customary restrictive covenants that, among other things, place limitations on our ability to declare dividends and make other restricted payments; prepay, redeem or purchase debt; incur liens; make loans and investments; incur additional indebtedness; amend or otherwise alter debt and other material documents; engage in mergers, acquisitions and asset sales; transact with affiliates; and engage in businesses that are not related to our existing business. As of March 31, 2013, we believe we were in compliance with our debt covenants in all material respects.
See Managements Discussion and Analysis Liquidity and Capital Resources, Description of Certain Indebtedness and Note 11 to our audited consolidated financial statements, each included in the Prospectus, for additional details regarding our credit arrangements.
Three months ended March 31, 2013 and 2012
Cash Flow from Operating Activities
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(dollars in thousands) | ||||||||
Net cash (used in) provided by operating activities |
$ | (21,458 | ) | $ | 4,641 |
Cash provided by operating activities decreased by $26.1 million during the first three months of 2013 as compared to the same period in 2012. The decrease in operating cash flow reflected an increase in income from operations that was more than offset by higher cash used in net service revenues outstanding ($32.0 million) and higher cash used in accrued expenses ($37.8 million) primarily related to higher payments for incentive compensation. The higher cash used in net service revenues outstanding reflected a three-day increase in net service revenues outstanding in the first three months of 2013 compared to a one-day increase in net service revenues outstanding in the same period in 2012. The net impact on cash from net service revenues outstanding resulted from normal fluctuations in the timing of payments from customers. Days of revenues outstanding can shift significantly at each reporting period depending on the timing of cash receipts under contractual payment terms relative to the recognition of revenue over a project lifecycle. Partially offsetting these higher uses of cash were lower payments for income taxes ($32.4 million) in the 2013 quarter.
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Cash Flow from Investing Activities
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(dollars in thousands) | ||||||||
Net cash used in investing activities |
$ | (36,194 | ) | $ | (21,500 | ) |
Cash used in investing activities increased by $14.7 million to $36.2 million during the first three months of 2013, as compared to $21.5 million in the same period in 2012. The uses of cash in the first three months of 2013 consisted primarily of acquisitions of property, equipment and software and cash used to fund investments in unconsolidated affiliates and other investments and restricted cash.
Cash Flow from Financing Activities
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
(dollars in thousands) | ||||||||
Net cash used in financing activities |
$ | (33,959 | ) | $ | (53,293 | ) |
Net cash used in financing activities decreased by $19.3 million to $34.0 million during the first three months of 2013, as compared to cash used of $53.3 million in the same period in 2012. The cash used in financing activities in the first three months of 2013 was primarily related to a mandatory prepayment of $33.8 million on our senior secured credit facility as a result of excess cash flow (as defined in our credit agreement) generated during the year ended December 31, 2012. The cash used in financing activities in the first quarter of 2012 was as a result of dividends paid to shareholders ($326.1 million), repurchases of common stock ($9.2 million) and principal payments on debt ($5.9 million), partially offset by the proceeds from a term loan obtained in February 2012 ($287.8 million).
Net New Business Reporting and Backlog
Net new business is the value of services awarded during the period from projects under signed contracts, letters of intent and, in some cases, pre-contract commitments, which are supported by written communications and adjusted for contracts that were modified or canceled during the period.
Consistent with our methodology for calculating net new business during a particular period, backlog represents, at a particular point in time, future service revenues from work not yet completed or performed under signed contracts, letters of intent and, in some cases, pre-contract commitments that are supported by written communications. Using this method of reporting backlog, at March 31, 2013, backlog was approximately $9.0 billion, as compared to approximately $8.7 billion at December 31, 2012. Once work begins on a project, service revenues are recognized over the duration of the project. Net new business for the three months ended March 31, 2013 and 2012 was $1.2 billion and $1.1 billion, respectively.
We believe that backlog and net new business may not be consistent indicators of future results because they have been and likely will be affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years, and changes to the scope of work during the course of projects. Additionally, projects may be terminated or delayed by the customer or delayed by regulatory authorities. Projects that have been delayed remain in backlog, but the timing of the revenue generated may differ from the timing originally expected. Accordingly, historical indications of the relationship of backlog and net new business to revenues may not be indicative of the future relationship.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our quantitative and qualitative disclosures about market risk as compared to the quantitative and qualitative disclosures about market risk described in our Prospectus.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of such date, our disclosure controls and procedures were effective.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control
There were no changes in our internal control over financial reporting identified in managements evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are party to legal proceedings incidental to our business. While the outcome of these matters could differ from managements expectations, we do not believe that the resolution of these matters has a reasonable possibility of having a material adverse effect to our financial statements.
There have been no significant changes from the risk factors previously disclosed in our final Prospectus filed with the Securities and Exchange Commission on May 9, 2013 pursuant to Rule 424(b).
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Recent Sales of Unregistered Securities
During the first quarter of 2013, we issued a total of 26,880 shares of common stock in connection with the exercise of the same number of employee stock options for aggregate consideration of $149,061. The securities were issued without registration in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 701 promulgated under the Securities Act.
Use of Proceeds from Registered Securities
Not applicable.
Purchases of Equity Securities by the Issuer
Not applicable.
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On May 8, 2013, our registration statement on Form S-1 (of which the Prospectus forms a part) filed with the SEC under the Securities Act on February 15, 2013, as amended, or the Registration Statement, in connection with our expected IPO, became effective. Immediately prior to the effectiveness of the Registration Statement and our related registration statement on Form 8-A filed under the Exchange Act, we and Dr. Gillings and his affiliates, funds advised by Bain Capital Partners, LLC, together with their affiliates, affiliates of TPG Global, LLC, affiliates of 3i Corporation and certain other investors entered into an amendment to our shareholders agreement dated January 22, 2008, as previously supplemented, substantially in the form previously filed as Exhibit 10.7 to our Registration Statement. We, Bain Capital Partners, LLC, GF Management Company, LLC, TPG Capital, L.P., Cassia Fund Management (Private) Limited, 3i Corporation and Aisling Capital, LLC also entered into an amendment to our management agreement, dated January 22, 2008, substantially in the form previously filed as Exhibit 10.58 to our Registration Statement. Copies of the amendments to our shareholders agreement and management agreement are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
The parties to such shareholders agreement and management agreement and their affiliates have various relationships with us. For further information concerning the material relationships between us and these parties, see the section entitled Certain Relationships and Related Person Transactions in our Prospectus.
As contemplated in our Registration Statement, on May 8, 2013, our second amended and restated articles of incorporation, or our Articles, and our second amended and restated bylaws, or our Bylaws, also became effective, each prior to the effectiveness of our Registration Statement. For further information regarding our Articles and Bylaws, see Description of Capital Stock in our Prospectus. A copy of our Articles was filed as Exhibit 3.1 to our Registration Statement, and a copy of our Bylaws is filed as Exhibit 3.2 herewith, each of which is incorporated by reference herein.
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Incorporated by Reference | ||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form | File No. | Exhibit | Filing Date | ||||||||||||||||
3.1 | Second Amended and Restated Articles of Incorporation of Quintiles Transnational Holdings Inc. | S-1/A | 333-186708 | 3.1 | 5/6/13 | |||||||||||||||||
3.2 | Second Amended and Restated Bylaws of Quintiles Transnational Holdings Inc. | X | ||||||||||||||||||||
10.1 | Amendment No. 1 to Shareholders Agreement, dated January 22, 2008, among Quintiles Transnational Corp. and the shareholders identified therein. | X | ||||||||||||||||||||
10.2 | Amendment No. 1 to Management Agreement, dated January 22, 2008, among Quintiles Transnational Corp. and the parties identified therein. | X | ||||||||||||||||||||
31.1 | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||
31.2 | Certification of Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||
32.1 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||
32.2 | Certification of Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||
101* | Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements | X |
* | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Durham, State of North Carolina, on May 14, 2013.
QUINTILES TRANSNATIONAL HOLDINGS INC. |
/s/ Kevin K. Gordon |
Kevin K. Gordon Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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Exhibit 3.2
SECOND AMENDED AND RESTATED
BYLAWS
OF
QUINTILES TRANSNATIONAL HOLDINGS INC.
(A NORTH CAROLINA CORPORATION)
Dated as of May 8, 2013
SECOND AMENDED AND RESTATED BYLAWS
OF
QUINTILES TRANSNATIONAL HOLDINGS INC.
ARTICLE I.
MEETINGS OF SHAREHOLDERS
SECTION 1.1 ANNUAL MEETING. The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of North Carolina as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.
SECTION 1.2 SPECIAL MEETINGS. Special meetings of the shareholders of the Corporation may be called only in the manner set forth in the Articles of Incorporation, as amended, modified and restated from time to time (the Articles of Incorporation).
SECTION 1.3 NOTICE OF MEETINGS. Except as otherwise provided in these Bylaws or by law, a written notice of each meeting of the shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, by facsimile transmission, mail, private carrier or electronic means, or by any other means permitted by law, to each shareholder of the Corporation entitled to vote at such meeting at his or her address as it appears on the records of the Corporation; provided that such notice must be given to all shareholders with respect to any meeting at which a merger or share exchange is to be considered and in such other instances as may be required by law. In the case of a special meeting, the notice of meeting shall include a description of the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not include a description of the purpose or purposes for which the meeting is called unless such a description is required by the provisions of the North Carolina Business Corporation Act, as amended.
SECTION 1.4 QUORUM. Shares entitled to vote as a separate voting group may take action on a matter at the meeting only if a quorum of that voting group exists. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter, unless the representation of a larger number of shares shall be required by law, by the Articles of Incorporation or by these Bylaws, in which case the representation of the number of shares so required shall constitute a quorum.
Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the votes cast on the motion to
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adjourn; and, subject to the provisions of Section 1.3, at any adjourned meeting any business may be transacted that might have been transacted at the original meeting if a quorum exists with respect to the matter proposed.
SECTION 1.5 ADJOURNED MEETINGS. Whether or not a quorum shall be present in person or represented at any meeting of the shareholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a voting group upon any matter at such meeting, any adjournment of the meeting in respect of action by such voting group upon such matter shall be determined by the holders of a majority of the shares of such voting group present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment and if a new record date is not fixed for the adjourned meeting; but if a new record date is fixed for the adjourned meeting (which must be done if the new date is more than 120 days after the date of the original meeting), or if the adjournment is for more than thirty days, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting. At the adjourned meeting the shareholders, or the holders of any class of stock entitled to vote separately as a voting group, as the case may be, may transact any business which might have been transacted by them at the original meeting.
SECTION 1.6 ORGANIZATION. The Chairman of the Board or, in his or her absence, the Chief Executive Officer, or in his or her absence, the Chief Operating Officer, or in his or her absence, a Vice President shall call all meetings of the shareholders to order, and shall act as chairman of such meetings unless the holders of a majority of the common stock, par value $0.01, of the Corporation (the Common Stock) present in person or represented by proxy and entitled to vote at such meeting choose to select a different person to act as chairman of such meeting.
The Secretary shall act as secretary of all meetings of the shareholders; but in the absence of the Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. Before each meeting of shareholders, the secretary shall prepare an alphabetical list of the shareholders entitled to notice of such meeting. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. The list shall be kept on file at the principal office of the Corporation, or at a place identified in the meeting notice in the city where the meeting will be held, for the period beginning two business days after notice of the meeting is given and continuing through the meeting, and shall be available for inspection by any shareholder, personally or by or with his or her representative, at any time during regular business hours. The list shall also be available at the meeting and shall be subject to inspection by any shareholder, personally or by or with his or her representative, at any time during the meeting or any adjournment thereof.
SECTION 1.7 VOTING OF SHARES. Except as otherwise provided in the Articles of Incorporation or by applicable law, each outstanding share, regardless of class, shall be entitled
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to one vote on each matter voted on at a shareholders meeting. Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after eleven months from its date, unless the proxy appointment form expressly provides for a longer period. When directed by the presiding officer or upon the demand of any shareholder, the vote upon any matter before a meeting of shareholders shall be by ballot. Except as otherwise provided by law or by the Articles of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the shareholders entitled to vote in the election at a meeting at which a quorum is present. If any class or series of stock is entitled to vote on a corporate action other than the election of Directors as a separate voting group, action thereon by the voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast against the action, unless the vote of a greater number is required by the North Carolina Business Corporation Act, the Articles of Incorporation, or any provision of these Bylaws that have been approved by the shareholders of the Corporation.
Shares of the Corporation are not entitled to vote if: (i) absent special circumstances as determined under applicable law, they are owned, directly or indirectly, by a second corporation in which the Corporation owns a majority of the shares entitled to vote for directors of the second corporation, unless they are held in a fiduciary capacity; or (ii) they are redeemable shares and (a) notice of redemption has been given and (b) a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.
SECTION 1.8 INSPECTORS. When required by law or directed by the presiding officer or upon the demand of any shareholder entitled to vote, but not otherwise, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided at any meeting of the shareholders by one or more Inspectors who may be appointed by the Board of Directors before the meeting, or if not so appointed, shall be appointed by the presiding officer at the meeting. If any person so appointed fails to appear or act, the vacancy may be filled by appointment in like manner.
SECTION 1.9 ACTION BY SHAREHOLDERS WITHOUT MEETING. Shareholders of the Corporation may not take any action by written consent in lieu of a meeting.
SECTION 1.10 NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS:
(i) Annual Meetings of Shareholders.
(a) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders at an annual meeting of shareholders may be made: (A) pursuant to the notice of meeting delivered pursuant to Section 1.3 of Article I of these Bylaws; (B) by or at the direction of the Board of Directors; or (C) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Section 1.10, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this bylaw.
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(b) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (C) of paragraph (i)(a) of this bylaw, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholders notice shall be received by the Secretary at the principal executive offices of the Corporation, either in person or by United States certified mail, postage prepaid, not later than the close of business on the 90th calendar day nor earlier than the close of business on the 120th calendar day prior to the first anniversary of the preceding years annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) calendar days before or more than sixty (60) calendar days after such anniversary date, such notice by the shareholder must be so delivered not earlier than the close of business on the 120th calendar day prior to such annual meeting and not later than the close of business on the later of the 90th calendar day prior to such annual meeting or the 10th calendar day following the calendar day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholders notice as described above. Such shareholders notice shall set forth:
(A) as to each person whom the shareholder proposes to nominate for election or reelection as a Director (1) the name, age, business address and, if known, residence address of such person; (2) the background and qualification of such person, including without limitation, the principal occupation or employment of such person; (3) the class and number of shares of stock of the Corporation which are beneficially owned by such person; (4) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act, of 1934, as amended (the Exchange Act), including such persons written consent to (a) being named in the proxy statement as a nominee, (b) serving as a Director if elected and (c) providing information that the Board of Directors requests to determine whether such person qualifies as an independent director under applicable rules, regulations and guidelines; and (5) a written and signed statement that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a Voting Commitment) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such persons ability to comply, if elected as a Director of the Corporation, with such persons fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director of the Corporation that has not been disclosed in the notice required by this Section 1.10, and (c) in such persons individual capacity and on behalf of any person, entity or group on whose behalf the nomination is being made, would be in
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compliance, if elected as a Director of the Corporation, and will comply with all applicable publicly disclosed codes of ethics and conduct, corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation;
(B) as to any other business that the shareholder proposes to bring before the meeting, (1) a brief description of the business desired to be brought before the meeting, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Articles of Incorporation or Bylaws of the Corporation, the language of the proposed amendment), (3) the reasons for conducting such business at the meeting and (4) any material interest in such business of such shareholder and any Shareholder Related Person (as defined below); and
(C) as to the shareholder giving the notice and any Shareholder Related Person, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such shareholder and any Shareholder Related Person, as they appear on the Corporations books, and (2)(a) the class or series and number of shares of the Corporation which are directly or indirectly owned beneficially and of record by such shareholder and any Shareholder Related Person, (b) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a Derivative Instrument) directly or indirectly owned beneficially by such shareholder and any Shareholder Related Person, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder or any Shareholder Related Person has a right to vote any shares of any security of the Corporation, (d) any short interest in any security of the Corporation (for purposes of this bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (e) any rights to dividends on the shares of the Corporation owned beneficially by such shareholder or any Shareholder Related Person that are separated or separable from the underlying shares of the Corporation, (f) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder or any Shareholder Related Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (g) any performance-related fees (other than an asset-based fee) that such shareholder or any Shareholder Related Person is entitled to based on any increase or decrease in the value of shares of the
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Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such shareholders or Shareholder Related Persons immediate family sharing the same household, (3) a representation that the shareholder or Shareholder Related Person is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the shareholder, the beneficial owner or any Shareholder Related Person, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporations outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from shareholders in support of such proposal or nomination. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Corporation. A Shareholder Related Person of any shareholder means (1) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such shareholder, and (3) any person controlled by or under common control with such shareholder.
(D) If any of the facts set forth in the notice provided pursuant to this Section 1.10(i)(b) changes between the date that such notice is sent and the date of the annual meeting to which such notice pertains, the shareholder must deliver to the Secretary of the Corporation, either in person or by United States certified mail, postage prepaid, and the Corporation must receive at its principal executive offices by the earlier of (a) the close of business within five (5) calendar days of the event giving rise to such change, or (b) the commencement of such annual meeting, a supplemental notice providing such revised information.
(ii) Special Meetings of Shareholders.
(a) Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the notice of meeting under Section 1.3 of Article I of these Bylaws. If Directors are to be elected at a special meeting of shareholders pursuant to the notice of meeting, nominations of persons for election to the Board of Directors at such meeting may be made (A) by or at the direction of the Board of Directors, or (B) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Section 1.10, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this bylaw.
(b) In the event a special meeting of shareholders is called for the purpose of electing one or more Directors to the Board of Directors, any shareholder may, pursuant to clause (ii)(a) above, nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if the shareholder shall have delivered notice containing the information specified in paragraph (i)(b) of this bylaw to the Secretary at the principal executive offices of the Corporation not earlier than the
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close of business on the 120th calendar day prior to such special meeting and not later than the close of business on the later of the 90th calendar day prior to such special meeting or the 10th calendar day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a shareholders notice as described above.
(iii) General.
(a) Only such persons who are nominated in accordance with the procedures set forth in this bylaw shall be eligible to serve as Directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this bylaw. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this bylaw and, if any proposed nomination or business is not in compliance with this bylaw, to declare that such defective proposal or nomination shall be disregarded.
(b) For purposes of this bylaw, public announcement shall mean disclosure in a press release reported in a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(c) The requirements of this bylaw are separate from and in addition to the requirements of the Exchange Act, and a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this bylaw. In addition to the provisions of this bylaw, a shareholder who seeks to have any proposal included in the Corporations proxy statement also shall comply with the requirements of the Exchange Act, and the rules and regulations promulgated thereunder, including without limitation, Regulation 14A.
(d) Nothing in this bylaw shall be construed to in any way limit or modify any rights of the shareholders party to the Shareholders Agreement while such agreement is by its terms in effect and applicable. For purposes of these Bylaws, the term Shareholders Agreement shall have the meaning ascribed to it in the Articles of Incorporation.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 2.1 NUMBER AND TERM OF OFFICE. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom
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need be shareholders of the Corporation. Subject to the requirements of the Shareholders Agreement, the number of Directors constituting the Board of Directors shall be fixed, within the range set forth in the Articles of Incorporation, from time to time by resolution passed by a majority of the Board of Directors. The Board of Directors shall be divided into classes, as set forth in the Articles of Incorporation. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of shareholders applicable to their respective class, and shall hold office until the annual meeting at which their respective term expires and their respective successors are elected and qualified or until their earlier resignation or removal.
SECTION 2.2 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside over meetings of the Board of Directors and shall have such powers and shall perform such duties as set forth in these Bylaws or as the Board of Directors may from time to time prescribe. The Executive Chairman shall serve as the Chairman of the Board. In the event that the Corporation has no Executive Chairman, the Board of Directors shall elect from its members, by the affirmative vote of a majority of the total number of directors then in office, a Chairman of the Board, who may also be, but is not required to be, an executive officer of the Corporation.
SECTION 2.3 PLACE OF MEETING. The Board of Directors may hold its meetings in such place or places in the State of North Carolina or outside the State of North Carolina as the Board of Directors from time to time shall determine.
SECTION 2.4 REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be mailed to every Director at least five days before the first meeting held in pursuance thereof.
SECTION 2.5 SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by the Chief Executive Officer, Chairman of the Board, any two Directors, or, if the Board of Directors then includes a director nominated or designated for nomination by any of the Sponsors (as defined in the Articles of Incorporation) (each such director, a Sponsor Director), by any Sponsor Director.
Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be delivered by any means or transmitted by facsimile, e-mail, telegram or telephone at least one day before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business other than an amendment of these Bylaws may be transacted at any special meeting, and an amendment of these Bylaws may be acted upon if the notice of the meeting shall have stated that the amendment of these Bylaws is one of the purposes of the meeting. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted, including the amendment of these Bylaws.
SECTION 2.6 QUORUM. Subject to the provisions of the Articles of Incorporation, a majority of the members of the Board of Directors in office shall constitute a quorum for the transaction of business and, subject to the Shareholders Agreement (i) prior to the Trigger Date,
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the vote of the majority of the Directors in office shall be the act of the Board of Directors and (ii) on or following the Trigger Date, the vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board of Directors there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.
For purposes of these Bylaws, the term Trigger Date shall have the meaning ascribed to it in the Articles of Incorporation.
SECTION 2.7 ORGANIZATION. Unless otherwise determined by a majority of the members of the Board of Directors present at a meeting at which a quorum is present, the Chairman of the Board shall preside at all meetings of the Board of Directors. In the absence of the Chairman of the Board, a chairman for the meeting shall be elected from the Directors present. The Secretary shall act as secretary of all meetings of the Directors; but in the absence of the Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.
SECTION 2.8 COMMITTEES. Subject to the Shareholders Agreement, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board of Directors and except as otherwise provided by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the shareholders, any action or matter expressly required by law to be submitted to shareholders for approval, or adopting, amending or repealing these Bylaws or undertaking any other action prohibited by the North Carolina Business Corporation Act, as amended. Subject to the Shareholders Agreement, the Board of Directors shall (i) initially designate an Audit Committee, a Compensation and Talent Development Committee and a Governance, Quality and Nominating Committee, (ii) determine the members of such committees and (iii) thereafter, may change the committees (and the membership of such committees) of the Board of Directors.
SECTION 2.9 CONFERENCE TELEPHONE MEETINGS. Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, the members of the Board of Directors or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee, as the case may be, by means of conference telephone or similar communications equipment or other means of communications by which all directors participating may simultaneously hear each other during the meeting and such participation shall constitute presence in person at such meeting.
SECTION 2.10 CONSENT OF DIRECTORS OR COMMITTEE IN LIEU OF MEETING. Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if the action is taken by all members of the Board of Directors or committee, as the case may be. The action must be evidenced by one or
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more unrevoked written consents signed by each Director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. A Directors consent to action taken without meeting or revocation thereof may be in electronic form and delivered by electronic means.
SECTION 2.11 CERTAIN TRANSACTIONS AND INVESTMENT DECISIONS. Notwithstanding anything to the contrary in these Bylaws, the Board of Directors must act to approve certain transactions and investment decisions in accordance with applicable law and in accordance with the terms of the Shareholders Agreement.
ARTICLE III.
OFFICERS
SECTION 3.1 OFFICERS. The officers of the Corporation shall include a Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer, and may include an Executive Chairman, President, Chief Operating Officer, one or more Vice Presidents and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 3.9. The officers shall be elected by the Board of Directors at its first meeting after each annual meeting of the shareholders. The failure to hold such election shall not of itself terminate the term of office of any officer. All officers shall hold office at the pleasure of the Board of Directors. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors except as required by the Shareholders Agreement and except for the Executive Chairman, who, if one shall have been elected, shall also be a Director. Any number of offices may be held by the same person.
All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. All agents and employees other than officers elected by the Board of Directors shall also be subject to removal, with or without cause, at any time by the officers appointing them.
Any vacancy caused by the death of any officer, his or her resignation, his or her removal, or otherwise, may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.
In addition to the powers and duties of the officers of the Corporation as set forth in these Bylaws, the officers shall have such authority and shall perform such duties as from time to time may be determined by the Board of Directors.
SECTION 3.2 POWERS AND DUTIES OF THE EXECUTIVE CHAIRMAN. Unless otherwise provided in these Bylaws, the Executive Chairman, if one shall have been elected by the Board of Directors, shall serve as the Chairman of the Board, shall preside at meetings of the shareholders and at meetings of the Board of Directors and shall have such other powers and
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perform such other duties as may from time to time be assigned to him or her by these Bylaws or by the Board of Directors.
SECTION 3.3 POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the principal executive officer of the Corporation. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general charge and control of all its business and affairs, shall have all powers and shall perform all duties incident to the office of Chief Executive Officer and shall report to the Board of Directors of the Corporation.
SECTION 3.4 POWERS AND DUTIES OF THE CHIEF OPERATING OFFICER. The Chief Operating Officer shall be the chief operating officer of the Corporation, and shall report to the Chief Executive Officer of the Corporation or such other officer as the Board of Directors may designate. He or she shall have all powers and perform all duties incident to the office of Chief Operating Officer, oversee the conduct and affairs of the business of the Corporation and shall have such other powers and perform such other duties as may from time to time be assigned him or her by these Bylaws or by the Board of Directors or the Chief Executive Officer.
SECTION 3.5 POWERS AND DUTIES OF THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall receive and deposit all moneys and other valuables belonging to the Corporation in the name and to the credit of the Corporation and shall disburse the same only in such manner as the Board of Directors or the appropriate officers of the Corporation may from time to time determine, shall render to the Chief Executive Officer and the Board of Directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall perform such further duties as the Board of Directors may require.
SECTION 3.6 POWERS AND DUTIES OF THE VICE PRESIDENTS. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by these Bylaws or by the Board of Directors, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer.
SECTION 3.7 POWERS AND DUTIES OF THE SECRETARY. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders in books provided for that purpose; shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer, or the Chief Financial Officer shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation, during business hours; and whenever required by the Board of Directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer shall render statements of such accounts;
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and shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him or her by these Bylaws or by the Board of Directors, the Chief Executive Officer the Chief Operating Officer or the Chief Financial Officer.
SECTION 3.8 POWERS AND DUTIES OF THE TREASURER. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation which may have come into his or her hands; he or she may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of by him or her and whenever required by the Board of Directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer shall render statements of such accounts; shall, at all reasonable times, exhibit his or her books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him or her by these Bylaws or by the Board of Directors, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer.
SECTION 3.9 ADDITIONAL OFFICERS. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Treasurers, Assistant Secretaries and Assistant Controllers, as the Board of Directors may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned to them by the Board of Directors, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer.
The Board of Directors may from time to time by resolution delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer; and may similarly delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary.
SECTION 3.10 VOTING UPON STOCKS. Unless otherwise ordered by the Board of Directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of shareholders of any corporation in which the Corporation may hold stock, or to execute any consent in lieu of such a meeting, and at any such meeting or by any such consent shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.
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SECTION 3.11 COMPENSATION OF OFFICERS. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.
ARTICLE IV.
INDEMNIFICATION
SECTION 4.1 NATURE OF INDEMNITY. The Corporation shall indemnify any person who at any time serves or has served as a Director or officer of the Corporation, or at the request of the Corporation is or was serving as a director, officer, partner, member, trustee, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, or as a trustee or administrator under any employee benefit plan of the Corporation or any wholly owned subsidiary thereof, to the fullest extent from time to time permitted by law in the event he or she is or is threatened to be involved as a party, witness or otherwise in any threatened, pending or completed action, demand, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other and whether formal or informal, including but not limited to any investigation, inquiry, hearing or alternative dispute resolution process, whether or not brought by or on behalf of the Corporation, by reason of the fact that he or she is or was acting in such capacity; provided, however, that the Corporation shall not indemnify any such person against liability or expenses he or she may incur on account of his or her activities which were, at the time taken, known or believed by him or her to be clearly in conflict with the best interests of the Corporation.
The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover (a) reasonable expenses, including without limitation all reasonable attorneys fees actually incurred by him or her in connection with any such action, suit or proceeding; (b) all payments made by him or her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he or she may have become liable in such action, suit or proceeding; and (c) all reasonable expenses incurred in enforcing the indemnification rights provided herein. The rights granted herein shall not be limited by the provisions contained in Sections 55-8-51 through 55-8-56 of the North Carolina Business Corporation Act, as amended.
SECTION 4.2 DETERMINATION THAT INDEMNIFICATION IS PROPER. The Board of Directors shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by Section 4.1, including, without limitation, making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her. The Board of Directors may appoint a committee or special counsel to make such determination and evaluation. The Board may give notice to, and obtain approval by, the shareholders of the Corporation for any decision to indemnify.
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SECTION 4.3 ADVANCE PAYMENT OF EXPENSES. Expenses incurred by a Director or an officer in connection with an action, suit or proceeding referred to in Section 4.1 shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation pursuant to this Article IV; provided, however, that the Corporation shall have no obligation to advance expenses incurred by a Director or officer with respect to any claim initiated by such Director or officer without the prior written consent of or authorization of the Board of Directors (other than a claim brought by a Director or officer to enforce his or her or rights under this Article IV). Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporations legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.
SECTION 4.4 SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the North Carolina Business Corporation Act are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.
The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.
SECTION 4.5 INSURANCE. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, member, trustee, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, or as a trustee or administrator under any employee benefit plan of the Corporation or any wholly owned subsidiary thereof against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.
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SECTION 4.6 NO DUPLICATION OF PAYMENTS. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 4.1 to the extent such person has otherwise received payment (under any insurance policy, bylaw or otherwise) of the amounts otherwise payable as indemnity hereunder; provided, however, that the Corporation agrees that, as between the Corporation, on the one hand, and any Sponsor Shareholder with whom a Director is or was affiliated and any insurer providing insurance coverage to such Sponsor Shareholder, on the other hand, the Corporation (a) is the indemnitor of first resort under this Article IV (i.e., its obligations under this Article IV are primary and any indemnification or advancement obligations of any Sponsor Shareholder with whom a Director is or was affiliated and the obligations of any insurer of such Sponsor Shareholder to provide insurance coverage with respect to the same obligations are secondary), (b) shall be required to advance the full amount of expenses incurred by the Director and shall be liable for the full amount of indemnification obligations as required by the terms of these Bylaws and any other agreements the Corporation may have with the Director, without regard to any rights the Director may have against such Sponsor Shareholder, and (c) unconditionally and irrevocably waives, relinquishes, releases such Sponsor Shareholder from and agrees not to exercise any rights that it may have with respect to any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. For purposes of this Article IV, Sponsor Shareholder means any current or former shareholder that is or was party to the Shareholders Agreement, any Affiliate (as defined in the Shareholders Agreement) of such shareholder (other than the Corporation and its subsidiaries), and/or any other investment entity or related management company that is advised by the same investment adviser as any of the foregoing entities or by an Affiliate (as defined in the Shareholders Agreement) of such investment adviser.
SECTION 4.7 SUBROGATION. Subject to the limitations set forth in Section 4.6, in the event of payment of indemnification to a person described in Section 4.1, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.
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ARTICLE V.
STOCK CERTIFICATES-SEAL-FISCAL YEAR
SECTION 5.1 CERTIFICATES FOR SHARES OF STOCK. Shares may, but need not, be represented by certificates. If certificates are issued, they shall be in such form, not inconsistent with the Articles of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed, either manually or in facsimile, by the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.
In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.
All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.
Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.
SECTION 5.2 LOST, STOLEN OR DESTROYED CERTIFICATES. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Board of Directors, a bond of indemnity or other indemnification sufficient in the opinion of the Board of Directors to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.
SECTION 5.3 TRANSFER OF SHARES. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 5.2.
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SECTION 5.4 REGULATIONS. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.
SECTION 5.5 RECORD DATE. The Board of Directors may fix a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders meeting, to demand a special meeting, if applicable, to vote or to take any other action. Such record date may not be more than 70 days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day before the first notice of the meeting is delivered to shareholders; the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
The Board of Directors may fix a date as the record date for determining shareholders entitled to a distribution or share dividend. If no record date is fixed by the Board of Directors for such determination, it is the date the Board of Directors authorizes the distribution or share dividend.
SECTION 5.6 DIVIDENDS. Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.
Subject to the provisions of the Articles of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.
SECTION 5.7 CORPORATE SEAL. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by any officer of the Corporation designated by the Board of Directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer.
SECTION 5.8 FISCAL YEAR. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.
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ARTICLE VI.
MISCELLANEOUS PROVISIONS
SECTION 6.1 CHECKS, NOTES, ETC. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.
Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Chief Financial Officer, the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.
SECTION 6.2 LOANS. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.
SECTION 6.3 CONTRACTS. Except as otherwise provided in these Bylaws or by applicable law or as otherwise directed by the Board of Directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporations own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporations own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board of Directors or any such officer may be general or confined to specific instances.
SECTION 6.4 WAIVERS OF NOTICE. Whenever any notice whatever is required to be given by law, by the Articles of Incorporation or by these Bylaws to any person or persons, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
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SECTION 6.5 OFFICES OUTSIDE OF NORTH CAROLINA. Except as otherwise required by the laws of the State of North Carolina, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of North Carolina at such place or places as from time to time may be determined by the Board of Directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer.
SECTION 6.6 ELECTRONIC TRANSACTIONS. The Corporation may conduct any transaction or transactions by electronic means, and this provision shall constitute the agreement by the Corporation, its shareholders and Directors to the conduct of transactions by electronic means.
SECTION 6.7 DEFINITIONS. Unless the context otherwise requires, terms used in these Bylaws shall have the meanings assigned to them in the North Carolina Business Corporation Act to the extent defined therein.
ARTICLE VII.
AMENDMENTS
SECTION 7.1 AMENDMENTS. Subject to the Shareholders Agreement, these Bylaws and any amendment thereof may be altered, amended or repealed, or new Bylaws may be adopted, by the Board of Directors at any regular or special meeting by the affirmative vote of a majority of all of the members of the Board of Directors, provided in the case of any special meeting at which all of the members of the Board of Directors are not present, that the notice of such meeting shall have stated that the amendment of these Bylaws was one of the purposes of the meeting. These Bylaws may be altered, amended or repealed by the shareholders of the Corporation in accordance with the Articles of Incorporation. These Bylaws may not be amended in any manner inconsistent with the Shareholders Agreement.
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Exhibit 10.1
AMENDMENT NO. 1 TO
SHAREHOLDERS AGREEMENT
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT, dated as of May 8, 2013, by and among Quintiles Transnational Holdings Inc., a North Carolina corporation (the Company), and certain of the Companys shareholders identified below (the Amendment). Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Shareholders Agreement (as defined below). Except as provided herein, all other terms, conditions and provisions of the Shareholders Agreement shall remain in full force and effect.
RECITALS
WHEREAS, in connection with a statutory share exchange between Quintiles Transnational Corp., a North Carolina corporation (QTRN), and the Company on December 14, 2009, the Company assumed the rights and obligations of QTRN as set forth in that certain Shareholders Agreement, dated as of January 22, 2008, by and among QTRN and the Shareholders named therein (as supplemented by the Supplement to Shareholders Agreement, dated August 9, 2012, by and among the Company and certain of the Companys shareholders identified therein, the Shareholders Agreement);
WHEREAS, Section 5.2 of the Shareholders Agreement provides that the Shareholders Agreement may be amended by a written instrument signed by the Company, the Bain Shareholders, the Temasek Shareholders, the TPG Shareholders, the DG Shareholders and the 3i Shareholders, subject to certain exceptions described therein;
WHEREAS, in accordance with Section 5.5 of the Shareholders Agreement, for action to be taken by any of the Shareholder groups described above, the holders of more than 50% of the Common Stock of the Company then held by that group must vote in favor of the action;
WHEREAS, the parties to this Amendment desire to amend the Shareholders Agreement in connection with a proposed initial public offering of the Company; and
WHEREAS, contemporaneously with and in consideration of the execution of this Amendment, (i) the Company is adopting the Second Amended and Restated Certificate of Incorporation, (ii) the Company and certain shareholders identified therein are entering into the Second Amended and Restated Registration Rights Agreement, and (iii) QTRN is entering into Amendment No. 1 to the Management Agreement, dated January 22, 2008, by and among QTRN, Bain Capital Partners, LLC, GF Management Company, LLC, TPG Capital, L.P., Cassia Fund Management Pte Ltd., 3i Corporation and Aisling Capital, LLC.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Company and the Shareholders named above hereby agree as follows:
1. The definition of NovaQuestTM Investments in Section 1.1 of the Shareholders Agreement is hereby deleted.
2. The definition of a Qualifying Offering in Section 1.1 of the Shareholders Agreement is hereby amended by adding the following language at the end of the definition:
; provided, however, that the consummation of the offering of the shares registered on the Companys Form S-1 Registration Statement, File No. 333-186708, shall be deemed to be a Qualifying Offering.
3. Section 3.1(a) is hereby amended by (i) deleting the sentence Additionally, the 3i Shareholders shall have the right to appoint one (1) observer to the Board (the 3i Observer) in its entirety and (ii) deleting the sentence Additionally, the 3i Observer initially shall be Denis Ribon in its entirety.
4. A new Section 3.1(c) of the Shareholders Agreement shall be inserted as follows:
(c) Compensation. Following a Qualified Offering, no director shall be eligible to receive compensation from the Company for serving as a director unless such director has been affirmatively determined by the Board to be an independent director under applicable law and in accordance with the rules and regulations of the Commission and the NYSE (or any other applicable SRO) (an Independent Director).
5. A new Section 3.1(d) of the Shareholders Agreement shall be inserted as follows:
(d) Nomination. With respect to any Nominee that is designated by a Shareholder Group pursuant to such Shareholder Groups right to designate such Nominee, the Company shall use its reasonable best efforts to cause the Board and Governance, Quality and Nominating Committee to, if applicable (i) include such Nominee in the slate of nominees recommended by the Board for the applicable class of directors for election by the shareholders of the Company or (ii) appoint such Nominee to fill a vacancy on the Board created by the departure of a Nominee designated by such Shareholder Group. The Company agrees to include such Nominee in the applicable proxy statement for such shareholder meeting.
6. Section 3.4(a) of the Shareholders Agreement shall be amended and replaced as follows:
(a) Committees. The Board shall designate an Audit Committee, a Compensation and Talent Development Committee, and a Governance, Quality and Nominating Committee. Notwithstanding anything contained herein to the contrary, the Board may act to change the title and function of the committees of the Board, provided that at all times the Company shall maintain any committee of the Board that is required under applicable law and pursuant to applicable rules and regulations of the Commission and the NYSE (or any other applicable SRO). Except as provided below, the composition of all committees of the Board shall be as determined by the Board, provided, that the Bain Shareholders as a group, the DG Shareholders as a group, the TPG Shareholders as a group and the 3i Shareholders as a group shall each have the right to designate at least one director to serve on each current and any future committee of the Board, other than the Audit Committee, which shall be comprised initially of the Disinterested Nominees; provided, however, a Nominee of the DG Shareholders, the Bain Shareholders, the TPG Shareholders or the 3i Shareholders may serve on a committee only to the
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extent such Nominee is permitted to serve on such committee under applicable law and pursuant to applicable rules and regulations of the Commission and the NYSE (or other applicable SRO).
7. Section 3.4(c) of the Shareholders Agreement shall be amended and replaced as follows:
(c) Certain Transactions and Investment Decisions. Notwithstanding anything to the contrary herein, after the Effective Date (i) any asset divestiture by the Company or Subsidiary of the Company in excess of $10 million shall require the affirmative vote of a majority of the Board and (ii) any transactions (other than the Recapitalization Transaction) entered into between the Company or any of its Subsidiaries, on the one hand, and any Shareholder or Affiliate or Associate of any Shareholder, on the other hand (an Affiliate Transaction), shall require the affirmative vote of a majority of the Board with the Nominee(s) of the interested Shareholder abstaining from such vote. Each Shareholder shall promptly inform the Company and such Shareholders Nominees, if any, of any proposed Affiliate Transaction with an Affiliate or Associate of such Shareholder; provided, however, that in the event that a Shareholder is not aware, and, in the ordinary course of its business could not reasonably be expected to be aware, that a proposed transaction is an Affiliate Transaction with an Affiliate or Associate of such Shareholder, such Affiliate Transaction shall not be deemed to violate clause (ii) of the immediately preceding sentence.
8. Section 3.5 of the Shareholders Agreement is hereby amended by deleting the proviso at the end thereof and replacing it with the following:
With respect to clauses (A), (B) and (C) of this Section 3.5, such five and ten percent threshold, as the case may be, shall be calculated using the basic weighted average number of shares of the Companys Common Stock outstanding for the most recent fiscal period disclosed in the Companys filings with the Commission; provided, that any of the following shall be excluded from such calculation: (i) shares of Common Stock issued by the Company in connection with an acquisition by the Company approved by the Board and (ii) shares of Common Stock issued by the Company (other than the Qualifying Offering and any shares of Common Stock issued in connection with a registration relating to the sale of securities to participants in a Company employee stock option, stock purchase or similar employee benefit plan registered on Form S-8). Once any Shareholder Group no longer has the right to designate a Nominee as described earlier in this paragraph, such Shareholder Group shall (i) promptly notify the Company in writing of such fact and (ii) if requested in writing by a majority of the Independent Directors of the Company, cause a director designated as a Nominee of such Shareholder Group to tender his or her resignation from the Board, which shall be effective immediately prior to the next annual meeting of shareholders of the Company (regardless of whether the term of the director so resigning would otherwise expire at that meeting) or at any earlier date, in the discretion of the director. In considering whether to request such a resignation, the Independent Directors of the Company shall comply with the procedures set forth in a Policy for Independent Director Consideration of Board Resignations, which shall have been approved by the Board.
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9. A new Section 3.10 of the Shareholders Agreement shall be inserted as follows:
3.10. Procedures Regarding Certain Corporate Opportunities.
(a) In the event that a director of the Company who was designated as a Nominee to the Board by an Exempted Persons applicable Shareholder Group has actual knowledge that an investment has been made after the date hereof in a Competitor by a late stage private equity fund managed by an Exempted Person, such Exempted Person shall notify the Company thereof as promptly as practicable after the making of such investment and cooperate reasonably with the Company at its request to create appropriate protective procedures with respect to the flow of information; provided that the foregoing shall not be required if prohibited by law, regulation, contractual obligation or otherwise. This provision is in addition to any other duties the designated Nominee may have at law as a result of the investment, after giving effect to any provisions in the Companys Articles of Incorporation relating to corporate opportunities. Solely for purposes of this Section 3.10 (i) Competitor means any pharmaceutical services organization that provides either clinical research or contract sales services to customers in the pharmaceutical, biotechnology or medical device industries; provided, that a fully integrated pharmaceutical, biotechnology or medical device company that may occasionally provide these types of services to third parties, but that does not derive significant revenues from such services, shall not be deemed a Competitor pursuant to this Section 3.10 and (ii) Exempted Person shall have the meaning ascribed to such term in the Companys Articles of Incorporation.
(b) Notwithstanding any provisions in the Companys Articles of Incorporation relating to corporate opportunities, prior to any investment in any of Pharmaceutical Product Development, Inc., Covance, Inc., PAREXEL International Corporation, inVentiv Health, Inc., ICON plc, PRA International, Inc., PDI, Inc., Publicis Touchpoint Solutions, Inc., United Drug plc, or any of their successors or controlled affiliates, by a late stage private equity fund managed by an Exempted Person, such Exempted Person shall give written notice of such proposed investment to the Board and shall not consummate such investment unless it is approved by a disinterested majority of the Board in its discretion (which approval shall be deemed to have been given if the Board does not notify such Exempted Person otherwise within 21 days of the notice of the proposed investment having been received). A violation of this Section 3.10(b) shall not be subject to any limitations on liability contained in any provisions related to corporate opportunities in the Companys Articles of Incorporation. For the avoidance of doubt, the restrictions contained in this Section 3.10(b) shall not apply to any hedge fund, venture fund, debt fund or other non late stage private equity fund managed by an Exempted Person.
10. Section 4.3 of the Shareholders Agreement is hereby amended by deleting the reference to Section 4.1 of the Registration Rights Agreement contained therein and replacing it with a reference to Section 5.1 of the Registration Rights Agreement.
11. The first sentence of Section 5.4(a) of the Shareholders Agreement is hereby amended by inserting the following at the end of the second proviso thereof:
, provided, further, that with respect to each of the Temasek Shareholders, the Institutional Shareholders, the Management Shareholders, and Cynthia M. Roberts, this Agreement shall automatically terminate (including, for the avoidance of doubt, any and all provisions related to the Temasek Nominee) immediately prior to the effective date of the Companys Form S-1
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Registration Statement, File No. 333-186708, and, for the avoidance of doubt, such termination with respect to such Shareholders shall not be subject to the provisions of subsection (b) below.
12. The last sentence of Section 5.4(a) of the Shareholders Agreement is hereby deleted and replaced with the following:
Upon termination of this Agreement, Article I (including, for the avoidance of doubt, any terms not defined therein but referenced in Section 1.1(c)) and Article V (except for the second sentence of Section 5.2) shall survive termination.
13. Section 5.4(b)(ii) of the Shareholders Agreement is hereby deleted and replaced in its entirety with (ii) [Reserved], and.
14. Section 5.4(b)(iii) of the Shareholders Agreement is hereby amended by deleting , Temasek Shareholders contained therein.
15. Section 5.4(c) of the Shareholders Agreement is hereby amended by deleting the proviso at the end thereof.
This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
[Signature Pages Follow]
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[Signature Page to Amendment to Shareholders Agreement]
IN WITNESS WHEREOF, the Company and the Shareholders listed below have executed and delivered this Amendment No. 1 to the Shareholders Agreement as of the date first above written.
Company: | ||
QUINTILES TRANSNATIONAL HOLDINGS INC. | ||
By: | /s/ James H. Erlinger III | |
Name: James H. Erlinger III | ||
Title: EVP, General Counsel & Secretary |
[Signature Page to Amendment to Shareholders Agreement]
DG Shareholders: | ||
/s/ Dennis B. Gillings | ||
Dennis B. Gillings, CBE | ||
/s/ Cynthia M. Roberts | ||
Cynthia M. Roberts |
Bain Shareholders: | ||||
BAIN CAPITAL INTEGRAL INVESTORS 2008, L.P. | ||||
By: Bain Capital Investors, LLC, its general partner | ||||
By: | /s/ Chris Gordon | |||
Name: | ||||
Title: | Managing Director |
Temasek Shareholders: | ||
TEMASEK LIFE SCIENCES PRIVATE LIMITED | ||
By: | /s/ Tan Suan Swee | |
Name: Tan Suan Swee | ||
Title: Authorised Signatory |
TPG Shareholders: | ||
TPG QUINTILES HOLDCO II LLC | ||
By: | /s/ Ronald Cami | |
Name: Ronald Cami | ||
Title: Vice President |
[Signature Page to Amendment to Shareholders Agreement]
3i Shareholders: | ||||
3i US GROWTH HEALTHCARE FUND 2008 L.P. | ||||
By: | 3i CORPORATION | |||
Its: | Manager | |||
By: | /s/ Ken Hanau | |||
Name: | ||||
Title: |
Institutional Shareholders: | ||
AISLING CAPITAL II, L.P. | ||
By: | /s/ Lloyd Appel | |
Name: | Lloyd Appel | |
Title: | CFO | |
PERSEUS-SOROS BIOPHARMACEUTICAL FUND, L.P. | ||
By: | /s/ Lloyd Appel | |
Name: | Lloyd Appel | |
Title: | CFO | |
Management Shareholders: | ||
/s/ Thomas H. Pike | ||
Thomas H. Pike |
Exhibit 10.2
AMENDMENT NO. 1 TO
MANAGEMENT AGREEMENT
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT, dated as of May 8, 2013 (the Amendment), by and among Quintiles Transnational Corp., a North Carolina corporation (the Company), Bain Capital Partners, LLC, a Delaware limited liability company (Bain), GF Management Company, LLC, a North Carolina limited liability company (GFM), TPG Capital, L.P., a Texas limited partnership (TPG), Cassia Fund Management Pte Ltd., a Singapore corporation (Cassia), 3i Corporation, a Massachusetts corporation (3i, and, together with Bain, GFM, TPG, 3i and Cassia, the Managers) and Aisling Capital, LLC (Aisling). Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Management Agreement, dated as of January 22, 2008, by and among the Company, the Managers and Aisling (the Management Agreement). Except as provided herein, all other terms, conditions and provisions of the Management Agreement shall remain in full force and effect.
RECITALS
WHEREAS, Section 8.2 of the Management Agreement provides that the Management Agreement may be amended by a written instrument signed by each of the parties to the Management Agreement;
WHEREAS, the parties to this Amendment desire to amend the Management Agreement in connection with a proposed initial public offering of Quintiles Transnational Holdings Inc. (Holdings), of which the Company is a wholly-owned subsidiary; and
WHEREAS, contemporaneously with and in consideration of the execution of this Amendment, (i) Holdings is adopting the Second Amended and Restated Certificate of Incorporation, (ii) Holdings and certain shareholders identified therein are entering into the Second Amended and Restated Registration Rights Agreement, (iii) Holdings and certain shareholders identified therein are entering into Amendment No. 1 to the Shareholders Agreement and (iv) the Company and Dennis B. Gillings, Ph.D., an affiliate of GFM, are entering into the Fifth Amendment to Executive Employment Agreement to, among other things, limit certain expense reimbursements to GFM contained therein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Company, the Managers and Aisling hereby agree as follows:
1. | A new Section 6.3 of the Management Agreement shall be inserted as follows: |
6.3 Upon the termination of this Agreement immediately prior to the effective date of a Qualifying Offering pursuant to clause (b) of Section 6.1, the Company shall
pay termination fees, equal to USD $25.0 million in the aggregate, to Bain, GFM, TPG, 3i, Cassia and Aisling, which fees shall be allocated as follows: (i) $5,934,402 to Bain, (ii) $5,934,402 to GFM, (iii) $5,934,402 to TPG, (iv) $3,921,006 to 3i, (v) $2,525,788 to Cassia and (vi) $750,000 to Aisling.
2. | A new Section 6.4 of the Management Agreement shall be inserted as follows: |
6.4 Upon the termination of this Agreement immediately prior to the effective date of a Qualifying Offering pursuant to clause (b) of Section 6.1, the Company shall pay to GFM an additional fee equal to USD $1,500,000, which shall be payable within ten (10) days following such Qualifying Offering.
This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
[Signature Pages Follow]
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[Signature Page to Amendment No. 1 to Management Agreement]
IN WITNESS WHEREOF, the Company, the Managers listed below and Aisling have executed and delivered this Amendment No. 1 to the Management Agreement as of the date first above written.
QUINTILES TRANSNATIONAL CORP. | ||||
By: | /s/ James H. Erlinger III | |||
Name: | James H. Erlinger III | |||
Title: | EVP, General Counsel & Secretary |
BAIN CAPITAL PARTNERS, LLC | ||||
By: | /s/ Chris Gordon | |||
Name: | ||||
Title: |
GF MANAGEMENT COMPANY, LLC | ||||
By: | /s/ Dennis Gillings | |||
Name: | ||||
Title: |
TPG CAPITAL, LP | ||||
By: | /s/ Ronald Cami | |||
Name: | Ronald Cami | |||
Title: | Vice President |
CASSIA FUND MANAGEMENT PTE LTD. | ||||
By: | /s/ Serene Leow | |||
Name: | Serene Leow | |||
Title: | Director |
3i CORPORATION | ||||
By: | /s/ Ken Hanau | |||
Name: | Ken Hanau | |||
Title: | Director |
AISLING CAPITAL, LLC | ||||
By: | /s/ Lloyd Appel | |||
Name: | Lloyd Appel | |||
Title: | CFO |
Exhibit 31.1
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Thomas H. Pike, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Quintiles Transnational Holdings Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 14, 2013
/s/ Thomas H. Pike |
Thomas H. Pike |
Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Kevin K. Gordon, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Quintiles Transnational Holdings Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 14, 2013
/s/ Kevin K. Gordon |
Kevin K. Gordon |
Executive Vice President and Chief Financial Officer |
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas H. Pike, Chief Executive Officer of Quintiles Transnational Holdings Inc. (the Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2013 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. |
Date: May 14, 2013
/s/ Thomas H. Pike |
Thomas H. Pike |
Chief Executive Officer |
(Principal Executive Officer ) |
This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin K. Gordon, Executive Vice President and Chief Financial Officer of Quintiles Transnational Holdings Inc. (the Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2013 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. |
Date: May 14, 2013
/s/ Kevin K. Gordon |
Kevin K. Gordon |
Executive Vice President and Chief Financial Officer |
(Principal Financial Officer) |
This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Employee Stock Compensation - Assumptions Used to Estimate the Value of Share-Based Awards (Detail)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Weighted average expected volatility | 42.00% |
Expected dividends | 5.45% |
Minimum
|
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Expected volatility | 34.00% |
Expected term (in years) | 3 years 4 months 24 days |
Risk-free interest rate | 0.48% |
Maximum
|
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Expected volatility | 47.00% |
Expected term (in years) | 6 years 4 months 24 days |
Risk-free interest rate | 1.19% |
Income Taxes - Summary of Tax Years Open for Examination (Detail)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
United States | Minimum
|
|
Schedule Of Income Taxes [Line Items] | |
Tax years | 2001 |
United States | Maximum
|
|
Schedule Of Income Taxes [Line Items] | |
Tax years | 2011 |
India | Minimum
|
|
Schedule Of Income Taxes [Line Items] | |
Tax years | 2006 |
India | Maximum
|
|
Schedule Of Income Taxes [Line Items] | |
Tax years | 2012 |
Japan | Minimum
|
|
Schedule Of Income Taxes [Line Items] | |
Tax years | 2007 |
Japan | Maximum
|
|
Schedule Of Income Taxes [Line Items] | |
Tax years | 2011 |
United Kingdom | Minimum
|
|
Schedule Of Income Taxes [Line Items] | |
Tax years | 2008 |
United Kingdom | Maximum
|
|
Schedule Of Income Taxes [Line Items] | |
Tax years | 2011 |
Fair Value Measurements - Changes in Level Three Financial Assets Measured on Recurring Basis (Detail) (Level 3, USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Warrants | Deposits and Other Assets
|
||
Changes In Level 3 Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | ||
Beginning Balance | $ 29 | $ 12 |
Purchases and issuances | ||
Revaluations included in earnings | 11 | (4) |
Ending Balance | 40 | 8 |
Contingent Consideration | Account Payable and Accrued Expenses
|
||
Changes In Level 3 Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | ||
Beginning Balance | 3,521 | 6,165 |
Purchases and issuances | ||
Revaluations included in earnings | (181) | 190 |
Ending Balance | $ 3,340 | $ 6,355 |
Comprehensive Income - Summary of the Components of Accumulated Other Comprehensive Income (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Foreign currency translation adjustments | $ (928) | $ 19,349 |
Net unrealized gains on marketable securities | 535 | 467 |
Net unrealized losses on derivative instruments | (34,056) | (33,579) |
Defined benefit plan adjustments | (7,968) | (8,235) |
Income taxes | 34,030 | 29,693 |
Accumulated other comprehensive (loss) income | $ (8,387) | $ 7,695 |
Derivatives - Summary of Gains (Losses) From Derivative Instruments not Designated as Hedges Impacting Consolidated Statements of Income (Detail) (USD $)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative instrument gain or loss in income statement | $ 11,000 | $ 267,000 |
Warrants | Other expense, net
|
||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative instrument gain or loss in income statement | 11,000 | 4,000 |
Foreign exchange forward contracts | Other expense, net
|
||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative instrument gain or loss in income statement | $ 263,000 |
Income Taxes (Tables)
|
3 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
||||||||||||||||||||||||||
Summary of Tax Years Open for Examination | The following table summarizes the tax years that remain open for examination by tax authorities in the most significant jurisdictions in which the Company operates:
|
Segments - Operations by Reportable Segments (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Segment Reporting Information [Line Items] | ||
Service revenues | $ 927,435 | $ 888,035 |
Reimbursed expenses | 301,406 | 268,549 |
Total revenues | 1,228,841 | 1,156,584 |
Segment income from operations | 138,920 | 126,342 |
General corporate and unallocated expenses | (21,896) | (34,665) |
Restructuring costs | (1,859) | 310 |
Income from operations | 115,165 | 91,987 |
Product Development
|
||
Segment Reporting Information [Line Items] | ||
Service revenues | 706,307 | 656,362 |
Reimbursed expenses | 262,776 | 234,268 |
Total revenues | 969,083 | 890,630 |
Segment income from operations | 132,675 | 112,025 |
Integrated Healthcare Services
|
||
Segment Reporting Information [Line Items] | ||
Service revenues | 221,128 | 231,673 |
Reimbursed expenses | 38,630 | 34,281 |
Total revenues | 259,758 | 265,954 |
Segment income from operations | $ 6,245 | $ 14,317 |
Employee Stock Compensation (Tables)
|
3 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||
Assumptions Used to Estimate the Value of Share-Based Awards | The Company used the following assumptions when estimating the value of the share-based awards issued during the three months ended March 31, 2013:
|
Noncontrolling Interests - Summary of Noncontrolling Interests (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest, Beginning Balance | $ 479 | $ 788 |
Comprehensive loss: | ||
Net loss | 153 | 465 |
Foreign currency adjustments, net of tax | 2 | 44 |
Noncontrolling interest, Ending Balance | $ 328 | $ 367 |
Goodwill - Summary of Goodwill by Segment (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Goodwill [Line Items] | |
Balance as of December 31, 2012 | $ 302,429 |
Impact of foreign currency fluctuations and other | (4,860) |
Balance as of March 31, 2013 | 297,569 |
Product Development
|
|
Goodwill [Line Items] | |
Balance as of December 31, 2012 | 237,757 |
Impact of foreign currency fluctuations and other | (1,934) |
Balance as of March 31, 2013 | 235,823 |
Integrated Healthcare Services
|
|
Goodwill [Line Items] | |
Balance as of December 31, 2012 | 64,672 |
Impact of foreign currency fluctuations and other | (2,926) |
Balance as of March 31, 2013 | $ 61,746 |
Basis of Presentation - Impact of Revisions for Depreciation and Amortization Expenses and Reclassifications for Certain Other Costs (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Component of Operating Other Cost and Expense [Line Items] | ||
Costs of revenues | $ 912,515 | $ 859,112 |
Selling, general and administrative expenses | 199,302 | 205,795 |
As previously reported
|
||
Component of Operating Other Cost and Expense [Line Items] | ||
Costs of revenues | 821,838 | |
Selling, general and administrative expenses | 243,069 | |
As Revised
|
||
Component of Operating Other Cost and Expense [Line Items] | ||
Costs of revenues | 859,112 | |
Selling, general and administrative expenses | $ 205,795 |
Restructuring - Summary of Amounts Recorded For Restructuring Plans (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2013
2013 Plan
|
Mar. 31, 2013
2012 Plan
|
Dec. 31, 2012
2012 Plan
|
Mar. 31, 2013
Restructuring Prior Year Plans
|
Dec. 31, 2012
Restructuring Prior Year Plans
|
Mar. 31, 2013
Severance And Related Costs
|
Mar. 31, 2013
Severance And Related Costs
2013 Plan
|
Mar. 31, 2013
Severance And Related Costs
2012 Plan
|
Mar. 31, 2013
Severance And Related Costs
Restructuring Prior Year Plans
|
Mar. 31, 2013
Exist Costs
|
Mar. 31, 2013
Exist Costs
2013 Plan
|
Mar. 31, 2013
Exist Costs
Restructuring Prior Year Plans
|
|
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring reserves, opening balance | $ 7,387 | $ 12,784 | $ 1,324 | $ 5,041 | $ 11,220 | $ 1,022 | $ 1,564 | |||||||
Expense, Net of Reversals | 1,857 | 1,987 | (15) | (115) | 2 | 2 | ||||||||
Payments | (7,065) | (645) | (6,053) | (367) | (43) | (43) | ||||||||
Foreign Currency Translation | (147) | (18) | (111) | (18) | (1) | (1) | ||||||||
Restructuring reserves, ending balance | $ 7,387 | $ 12,784 | $ 1,324 | $ 5,041 | $ 11,220 | $ 1,022 | $ 1,564 |
Employee Stock Compensation
|
3 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||||
Employee Stock Compensation |
The Company granted options to purchase 75,000 shares of its common stock during the three months ended March 31, 2013, and granted none during the three months ended March 31, 2012. As of March 31, 2013, there were options outstanding to acquire 11,079,690 shares of the Company’s common stock. The Company recognized share-based compensation expense of $4.5 million and $7.4 million for the three months ended March 31, 2013 and 2012, respectively. The Company used the following assumptions when estimating the value of the share-based awards issued during the three months ended March 31, 2013:
As of March 31, 2013, there were 94,250 cash-settled stock appreciation rights outstanding. The stock appreciation rights require the Company to settle in cash an amount equal to the difference between the fair value of the Company’s common stock on the date of the exercise and the grant price, multiplied by the number of stock appreciation rights being exercised. |