UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2018

 

MEDPACE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Emerging growth company   ☒

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

 

 

 

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Item 2.02    Results of Operations and Financial Condition

On February 26, 2018, Medpace Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2017.  The full text of the press release was posted on the Company’s internet website and is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 2.02, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 8.01    Other Events

The Company's share repurchase program initiated in 2017 terminated in the fourth quarter. On February 22, 2018, the Company’s Board of Directors authorized share repurchases of up to $50 million of the Company’s common stock in the open market or negotiated transactions, at the discretion of the Company’s management. The extent and timing of repurchases depends on market conditions, applicable regulatory requirements, and other considerations. The share repurchase authorization does not obligate the Company to acquire any minimum amount of common stock and any program may be modified, limited, extended, suspended or terminated at any time at the Company’s discretion. The Company currently expects that any repurchases under the program would be made in compliance with the SEC’s Rules 10b-5 and 10b-18.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

 

 

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SIGNATURE

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

 

 

 

Exhibit 99.1

Media Contact:

Julie Hopkins

Medpace Holdings, Inc.

513.579.9911 x12627

j.hopkins@medpace.com

 

Investor Contact:

investor@medpace.com

 

 

 

 

 

 

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

Medpace Holdings, Inc. Reports Fourth Quarter and Full Year 2017 Results

 

CINCINNATI, OHIO, February 26, 2018-- Medpace Holdings, Inc. (Nasdaq: MEDP) (“Medpace”) today announced financial results for the fourth quarter and full year ended December 31, 2017.

 

Fourth Quarter and Full Year 2017 Financial Results

 

Net service revenue for the three months ended December 31, 2017 was $99.4 million, an increase of 4.3%, compared to $95.4 million for the comparable prior-year period. Net service revenue for the year ended December 31, 2017 was $386.5 million, an increase of 4.3%, compared to $370.6 million for the year ended December 31, 2016.

 

Backlog as of December 31, 2017 grew 8.4% to $524.4 million from $483.9 million as of December 31, 2016. Net new business awards were $114.7 million, representing a net book-to-bill ratio of 1.15x for the fourth quarter of 2017, as compared to $99.7 million for the comparable prior-year period.  For the year ended December 31, 2017, net new business awards were $426.1 million, representing a net book-to-bill ratio of 1.10x, compared to $427.0 million for the year ended December 31, 2016. The Company calculates net book-to-bill ratio by dividing net new business awards by net service revenue.

 

For the fourth quarter of 2017, Direct costs, excluding depreciation and amortization, were $55.6 million, compared to $51.1 million in the fourth quarter of 2016.  Adjusted Direct costs were $56.4 million for the fourth quarter 2017, compared to $51.9 million in the fourth quarter of 2016.  For the full year 2017, Direct costs, excluding depreciation and amortization, were $211.8 million, compared to $198.5 million in the full year 2016.  Adjusted Direct costs were $215.0 million for the full year 2017, compared to $198.1 million in the full year 2016.  

 

Selling, general and administrative expenses were $16.8 million in the fourth quarter of 2017, compared to $16.8 million in the fourth quarter of 2016.  Adjusted Selling, general and administrative expenses were $16.4 million for the fourth quarter 2017 versus $16.9 million in the fourth quarter of 2016.  For the full year 2017, Selling, general and administrative expenses were $63.4 million

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compared to $61.5 million in the full year 2016.  Adjusted Selling, general and administrative expenses were $63.1 million for the full year 2017 versus $58.8 million for the full year 2016.

 

GAAP net income for the fourth quarter of 2017 was $11.3 million, or $0.30 per diluted share, versus a GAAP net loss of $0.0 million, or ($0.00) per diluted share, for the fourth quarter of 2016.  This resulted in a net income (loss) margin of 11.4% and (0.0%) for the fourth quarter of 2017 and 2016, respectively. GAAP net income for the full year 2017 was $39.1 million, or $0.98 per diluted share, versus GAAP net income of $13.4 million, or $0.37 per diluted share, for the full year 2016. This resulted in a net income margin of 10.1% and 3.6% for the full year 2017 and 2016, respectively.

 

Adjusted EBITDA for the fourth quarter of 2017 was $27.0 million, or 27.2% of net service revenue, compared to $27.5 million, or 28.8% of net service revenue, for the comparable prior-year period.  Adjusted EBITDA for the full year 2017 decreased 4.7% to $108.0 million, or 28.0% of net service revenue, compared to $113.4 million, or 30.6% of net service revenue, for the prior year.

 

Adjusted Net Income for the fourth quarter of 2017 increased 3.2% to $14.8 million, compared to $14.3 million for the comparable prior-year period.  Adjusted Net Income per diluted share for the fourth quarter of 2017 was $0.39 compared to Adjusted Net Income per diluted share of $0.35 for the comparable prior-year period.  Adjusted Net Income for the full year 2017 increased 8.5% to $60.5 million, compared to $55.7 million for the prior year. Adjusted Net Income per diluted share for the full year 2017 was $1.52 compared to Adjusted Net Income per diluted share of $1.53 for the prior year.

 

A reconciliation of the Company’s non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Direct costs, Adjusted Selling, general and administrative expenses, Adjusted Net Income, and Adjusted Net Income per diluted share to the corresponding GAAP measures is provided below.

 

Share Repurchase Authorization

 

The Company’s share repurchase program initiated in 2017 terminated in the fourth quarter and the Company’s Board of Directors has authorized new share repurchases of up to $50 million of the Company’s common stock in the open market or negotiated transactions, at the discretion of our management. The extent and timing of repurchases depends on market conditions, applicable regulatory requirements, and other considerations. The share repurchase authorization does not obligate the Company to acquire any minimum

amount of common stock and any repurchase program may be modified, limited, extended, suspended or terminated at any time at the

Company’s discretion. The Company currently expects that any repurchases under the program would be made in compliance with the

SEC’s Rules 10b-5 and 10b-18.

 

Balance Sheet and Liquidity

 

The Company’s Cash and cash equivalents were $26.5 million at December 31, 2017, and the Company generated $28.7 million in cash flow from operating activities during the fourth quarter of 2017. During the fourth quarter of 2017, the Company repurchased 2.0 million shares from Cinven Capital Management (V) General Partner Limited for a total of $60.3 million.

 

Financial Guidance

 

On January 1, 2018, the Company adopted ASC 606 “Revenue from Contracts with Customers.” For full-year 2018, the Company is providing guidance under ASC 605, excluding the impact of the new accounting standard, for comparability purposes. The Company forecasts 2018 net service revenue in the range of $412 million to $428 million, representing growth of 6.6% to 10.7% over 2017 net service revenue of $386.5 million.  GAAP net income for full year 2018 is forecasted in the range of $43.9 million to $48.1 million.  Additionally, full-year 2018 Adjusted EBITDA is expected in the range of $102 million to $108 million.

 

Based on forecasted 2018 net service revenue of $412 million to $428 million and GAAP net income of $43.9 million to $48.1 million, diluted earnings per share (GAAP) is forecasted in the range of $1.21 to $1.33.  Adjusted Net Income for 2018 is forecasted in the range of $66.0 million to $70.0 million, compared to Adjusted Net Income of $60.5 million for 2017.  Furthermore, Adjusted Net Income per diluted share for 2018 is expected in the range of $1.82 to $1.93 per share.

 

Conference Call Details

 

Medpace will host a conference call at 9:00 a.m. ET, Tuesday, February 27, 2018, to discuss its fourth quarter and full year 2017 results.

 

To participate in the conference call, dial 800-219-7113 (domestic) or 574-990-1030 (international) using the passcode 5099654.

 

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To access the conference call via webcast, visit the “Investors” section of Medpace’s website at medpace.com.  The webcast replay of the call will be available at the same site approximately one hour after the end of the call.

 

A supplemental slide presentation will also be available at the “Investors” section of Medpace’s website prior to the start of the call.

 

A recording of the call will be available at 12:00 p.m. ET on Tuesday, February 27, 2018 until 12:00 p.m. ET on Tuesday, March 13, 2018.  To hear this recording, dial 855-859-2056 (domestic) or 404-537-3406 (international) using the passcode 5099654.

 

About Medpace

 

Medpace is a scientifically-driven, global, full-service clinical contract research organization (CRO) providing Phase I-IV clinical development services to the biotechnology, pharmaceutical and medical device industries.  Medpace’s mission is to accelerate the global development of safe and effective medical therapeutics through its high-science and disciplined operating approach that leverages regulatory and therapeutic expertise across all major areas including oncology, cardiology, metabolic disease, endocrinology, central nervous system and anti-viral and anti-infective.  Headquartered in Cincinnati, Ohio, Medpace employs approximately 2,500 people across 35 countries.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our anticipated financial results and effective tax rate used for non-GAAP adjustment purposes. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” “forecast,” “may,” “could,” “likely,” “anticipate,” “project,” “goal,” “objective,” similar expressions, and variations or negatives of these words.

 

These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our financial condition, actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the potential loss, delay or non-renewal of our contracts, or the non-payment by customers for services we have performed; the failure to convert backlog to revenue at our present or historical conversion rate; fluctuation in our results between fiscal quarters and years; decreased operating margins due to increased pricing pressure or other pressures; failure to perform our services in accordance with contractual requirements, government regulations and ethical considerations; the impact of underpricing our contracts, overrunning our cost estimates or failing to receive approval for or experiencing delays with documentation of change orders; our failure to successfully execute our growth strategies; the impact of a failure to retain key personnel or recruit experienced personnel; the risks associated with our information systems infrastructure, including potential security breaches and other disruptions which could compromise our information; our failure to manage our growth effectively; adverse results from customer or therapeutic area concentration; the risks associated with doing business internationally; the risks associated with the Foreign Corrupt Practices Act and other anti-corruption laws; future net losses; the impact of changes in tax laws and regulations; the risks associated with our intercompany pricing policies; our failure to attract suitable investigators and patients to our clinical trials; the liability risks associated with our research and development services; the risks related to our Phase I clinical services; inadequate insurance coverage for our operations and indemnification obligations; fluctuations in exchange rates; the risks related to our relationships with existing or potential customers who are in competition with each other; our failure to successfully integrate potential future acquisitions; potential impairment of goodwill or other intangible assets; our limited ability to utilize our net operating loss carryforwards or other tax attributes; the risks associated with the use and disposal of hazardous substances and waste; the failure of third parties to provide us critical support services; our limited ability to protect our intellectual property rights; the risks associated with potential future investments in our customers’ business or drugs; general economic conditions in the markets in which we operate, including financial market conditions; the impact of a natural disaster or other catastrophic event; negative outsourcing trends in the biopharmaceutical industry and a reduction in aggregate expenditures and research and development budgets; our inability to compete effectively with other CROs; the impact of healthcare reform; the impact of recent consolidation in the biopharmaceutical industry; failure to comply with federal, state and foreign healthcare laws; the effect of current and proposed laws and regulations regarding the protection of personal data; our potential involvement in costly intellectual property lawsuits; actions by regulatory authorities or customers to limit the scope of or withdraw an approved drug, biologic or medical device from the market; failure to keep pace with rapid technological changes; the impact of industry-wide reputational harm to CROs; the end result of any negotiations between the U.K. government and the EU regarding the terms of the U.K.'s exit from the EU, which could have implications on our research, commercial and general business operations in the U.K. and the EU; changes in U.S. generally accepted accounting principles, including the impact of the changes to the revenue recognition standards; risks related to internal control over financial reporting; our ability to fulfill our debt obligations; the risks associated with incurring additional debt or undertaking additional debt obligations; the effect of covenant restrictions under our debt

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agreements on our ability to operate our business; our inability to generate sufficient cash to service all of our indebtedness; fluctuations in interest rates; and our dependence on our lenders, which may not be able to fund borrowings under the credit commitments, and our inability to borrow.

 

These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 28, 2017, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. We cannot guarantee that any forward-looking statement will be realized. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected.  These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

 

Non-GAAP Financial Measures

 

Certain financial measures presented in this press release, such as EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Direct costs, Adjusted Selling, general and administrative expenses, Adjusted Net Income, and Adjusted Net Income per diluted share, are not recognized under generally accepted accounting principles in the United States of America, or U.S. GAAP. Management uses EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Direct costs, Adjusted Selling, general and administrative expenses, Adjusted Net Income, and  Adjusted Net Income per diluted share or comparable metrics as a measurement used in evaluating our operating performance on a consistent basis, as a consideration to assess incentive compensation for our employees, for planning purposes, including the preparation of our internal annual operating budget, and to evaluate the performance and effectiveness of our operational strategies.

 

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Direct costs, Adjusted Selling, general and administrative expenses, Adjusted Net Income, and Adjusted Net Income per diluted share have important limitations as analytical tools and you should not consider them in isolation, or as a substitute for, analysis of our results as reported under U.S. GAAP. See the condensed consolidated financial statements included elsewhere in this release for our U.S. GAAP results. Additionally, for reconciliations of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Direct costs, Adjusted Selling, general and administrative expenses, Adjusted Net Income, Adjusted Net Income per diluted share to our closest reported U.S. GAAP measures, refer to the appendix of this press release.

 

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

 

We believe that EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin are useful to provide additional information to investors about certain material non-cash and non-recurring items. While we believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors, because not all companies use identical calculations, this presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to other similarly titled measures of other companies and should not be considered as an alternative to performance measures derived in accordance with U.S. GAAP. EBITDA is calculated as net income (loss) attributable to Medpace Holdings, Inc. before income tax expense, interest expense, net, depreciation and amortization with Adjusted EBITDA being further adjusted for unusual and other items. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Service revenue, net for each period.  Our presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

 

Adjusted Net Income and Adjusted Net Income per diluted share

 

Adjusted Net Income measures our operating performance by adjusting net income (loss) attributable to Medpace Holdings, Inc. to include cash expenditures related to rental payments on leases classified for accounting purposes as deemed landlord liabilities, and exclude amortization expense, certain stock based compensation award non-cash expenses, certain litigation expenses, deferred financing fees and certain other non-recurring items. Adjusted Net Income per diluted share measures Adjusted Net Income on a per diluted share basis.  Management uses these measures to evaluate our core operating results as it excludes certain items whose fluctuations from period-to-period do not necessarily correspond to changes in the core operations of the business, but includes certain items such as depreciation, interest expense and tax expense, which are otherwise excluded from Adjusted EBITDA. We believe the presentation of Adjusted Net Income and Adjusted Net Income per diluted share enhances our investors’ overall understanding of the financial performance. You should not consider Adjusted Net Income or Adjusted Net Income per diluted share as an alternative to

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Net income (loss) or Net income per diluted share attributable to Medpace Holdings Inc., determined in accordance with U.S. GAAP, as an indicator of operating performance.  

 

Adjusted Direct costs and Adjusted Selling, general and administrative expenses

 

Adjusted Direct costs and Adjusted Selling, general and administrative expenses are useful to provide information to investors to evaluate core operating expenses as they exclude certain items whose fluctuations from period-to-period do not necessarily correspond to changes in the core operations of the business, but includes certain items such as certain lease payments which are otherwise excluded from core operating expenses.  We believe that reporting these metrics enhance our investors’ overall understanding of our core recurring operating expenses. You should not consider Adjusted Direct costs and Adjusted Selling, general and administrative expenses as an alternative to Direct costs, excluding depreciation and amortization and Selling, general and administrative expenses, determined in accordance with U.S. GAAP, as an indicator of operating performance.  

 

 

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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED)

 

 

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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES

FY 2018 GUIDANCE RECONCILIATION UNDER ASC 605 (UNAUDITED)

 

 

 

 

 

 

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