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Item 5. Market for Registrant’s Common Equity

2022-02-15 compared with 2021-02-16 · 1447 added, 33 removed, 56 unchanged (96% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities.

Market Information for Common Stock

Our common stock trades on the NASDAQ Global Select Market under the symbol “MEDP”.

Holders of Record

On February 11, 2022, there were approximately 13 shareholders of record of our common stock.

Because many of the shares of our common stock are registered in “nominee” or “street” names, we believe that the total number of beneficial owners is considerably higher.

Because many of the shares of our common stock are registered in “nominee”

or “street”

names, we believe that the total number of beneficial owners is considerably higher.

Dividend Policy

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such other factors as our Board may deem relevant.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Share Repurchases

In the first quarter of 2018, the Board of Directors approved a share repurchase program authorizing up to $50.0 million in share repurchases.

In the first quarter of 2020, the Board of Directors approved an increase in the stock repurchase authorization by $50.0 million and in the fourth quarter of 2020, the Board approved an additional authorization up to $150 million.

The program may be discontinued or amended at any time without notice.

This table provides certain information with respect to our monthly repurchases of the Company’s common stock during the fourth quarter of fiscal year 2020:

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publically Announced Plan

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan

October 1, 2020, through October 31, 2020

November 1, 2020, through November 30, 2020

All share repurchases were made using cash resources and executed pursuant to established Rule 10b5-1 trading plans.

Our share repurchases may occur through open market purchases or negotiated transactions.

The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards.

We returned $47.4 million to shareholders in the form of share repurchases in the fourth quarter of fiscal year 2020.

Refer to Note 1 – Basis of Presentation of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion regarding share repurchases.

In 2018, the Board of Directors approved a stock repurchase program which has been amended several times to increase the aggregate amount of the stock repurchase authorization.

In the first quarter of 2020, the Board of Directors approved an increase in the stock repurchase authorization by $50.0 million.

In the fourth quarter of 2020, the Board approved the stock repurchase authorization up to $150.0 million.

In the second quarter of 2021, the Board approved an increase of $150.0 million to the stock repurchase program bringing the total repurchase authorization up to $300.0 million.

For the year ended December 31, 2021, the Company repurchased 377,783 shares for $62.1 million.

For the year ended December 31, 2020, the Company repurchased 1,183,095 shares for $98.3 million.

As of December 31, 2021, the Company has remaining authorization of $190.5 million remaining under the repurchases program.

As of February 10, 2022 the Company's Board of Directors approved an increase of $300 million to the Company's stock repurchase program.

Repurchases under the share repurchase program are executed in the open market or negotiated transactions under trading plans established pursuant to Rule 10b5-1.

The Company constructively retired the repurchased shares associated with these approved share repurchase programs, with all amounts paid in excess of par value reflected within Retained earnings in the Company’s consolidated balance sheets.

The repurchase program may be suspended or discontinued at any time without notice.

Recent Sales of Unregistered Securities

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2014 Equity Incentive Plan

October 2, 2020

2014 Equity Incentive Plan

October 5, 2020

2014 Equity Incentive Plan

October 9, 2020

2014 Equity Incentive Plan

October 16, 2020

November 2, 2021

2014 Equity Incentive Plan

October 27, 2020

November 4, 2021

2014 Equity Incentive Plan

October 27, 2020

November 8, 2021

2014 Equity Incentive Plan

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All of the forgoing transactions involved issuances of securities to employees of the Company and are exempt from registration pursuant to Rule 701 promulgated under the Securities Act of 1933, as amended, as transactions pursuant to benefit plans and contracts relating to compensation.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Stock Performance Graph

The information included under the heading “Stock Performance Graph” is “furnished” and not “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be “soliciting material” subject to Regulation 14A or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.

Our common stock is listed for trading on the NASDAQ under the symbol “MEDP.” The Stock Price Performance Graph set forth below compares the cumulative total shareholder return on our common stock for the period from August 11, 2016 through December 31, 2020, with the cumulative total return of the Nasdaq Composite Index and the Nasdaq Health Care Index over the same period.

The information included under the heading “Stock Performance Graph”

is “furnished”

and not “filed”

for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be “soliciting material”

subject to Regulation 14A or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.

Our common stock is listed for trading on the NASDAQ under the symbol “MEDP.”

The Stock Price Performance Graph set forth below compares the cumulative total shareholder return on our common stock for the period from August 11, 2016 through December 31, 2021, with the cumulative total return of the Nasdaq Composite Index and the Nasdaq Health Care Index over the same period.

The comparison assumes $100 was invested on August 11, 2016 in the common stock of Medpace Holdings, Inc., in the Nasdaq Composite Index, and in the Nasdaq Health Care Index and assumes reinvestment of dividends, if any.

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Equity Compensation Plan Information

The information required by Part II, Item 5 of the Annual Report on Form 10-K regarding equity compensation plans is incorporated herein by reference to “Part III, Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Selected Financial Data

The information required by Part II, Item 5 of the Annual Report on Form 10-K regarding equity compensation plans is incorporated herein by reference to “Part III, Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K to provide an understanding of our results of operations, financial condition and cash flows.

This section of this Form 10-K generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020.

For a comparison of our results of operations for the fiscal years ended December 31, 2020 and December 31, 2019, see “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”

of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 16, 2021.

This item and the related discussion contain forward-looking statements reflecting current expectations that involve risks and uncertainties.

Actual results and the timing of events may differ materially from those indicated in such forward-looking statements.

Important factors that may cause such differences include, but are not limited to, those discussed under the “Forward-Looking Statements”

above and “Item IA.

Risk Factors”

in Part I of this Annual Report on Form 10-K.

Business Overview

We are one of the world’s leading CROs by revenue, solely focused on providing scientifically-driven outsourced clinical development services to the biotechnology, pharmaceutical and medical device industries.

Our mission is to accelerate the global development of safe and effective medical therapeutics.

We differentiate ourselves from our competitors by our disciplined operating model centered on providing full-service Phase I-IV clinical development services and our therapeutic expertise.

We believe this combination results in timely and cost-effective delivery of clinical development services for our customers.

We believe that we are a partner of choice for small- and mid-sized biopharmaceutical companies based on our ability to consistently utilize our full-service, disciplined operating model to deliver timely and high-quality results for our customers.

We focus on conducting clinical trials across all major therapeutic areas, with particular strength in Oncology, Metabolic Disease, Cardiology, AVAI, and CNS.

Our global platform includes approximately 4,500 employees across 41 countries, providing our customers with broad access to diverse markets and patient populations as well as local regulatory expertise and market knowledge.

Coronavirus (COVID-19)

The COVID-19 pandemic increased travel restrictions and caused the shutdown of many businesses in countries in which we operate.

While we continue to operate globally, the pandemic continues to impact our business and the level of activity at each of our locations varies depending on the local governmental requirements and guidelines which continue to evolve and change.

Our office staff are either working remotely or in the office, and our labs are fully operational with modifications made to ensure the safety of our employees.

The diversion of resources to treat COVID-19 patients continues to impact the operations at most of the investigative sites where patients in our clinical trials are recruited and treated.

Depending on the duration of the disruption, ongoing studies may be cancelled and some of our clients may lack the funding to complete trials which are extended due to slowed recruitment of patients.

We work with many smaller clients with limited financial resources and market disruptions may make raising additional funds difficult for them.

Travel restrictions and business closures continue to impact study participants and clinical sites which affects our ability to efficiently provide clinical trial services.

We continue to work with our customers to develop solutions to limit disruption to clinical trials while following required regulatory guidelines and maintaining quality to ensure the health and well-being of study participants.

We are continuing along with the rest of the industry with a blend of on-site monitoring and remote based monitoring and we are using technology tools like e-PRO for patient reported outcomes, e-COA, for clinical outcome assessment, remote data capture and remote data review.

We are also leveraging internal service capabilities like patient concierge service to help facilitate patient travel to sites and master service agreements in place with strategic vendors for other patient services like home health.

While certain governments eased restrictions during the balance of 2020 and into 2021, the pandemic remains disruptive to our business operations.

As we look ahead, we continue to expect impacts to our business to be temporary and primarily relate to limitations on our ability to physically access investigative sites, delays in patient enrollment and trial start-up activities.

The COVID-19 outbreak had a significant adverse effect on our results of operations and we believe that the outbreak may have a continued adverse impact on our results of operations in the future.

As we cannot predict the duration or scope of the pandemic, the future financial impact on our results of operations and financial condition cannot be reasonably estimated.

How We Generate Revenue

We earn fees through the performance of services detailed in our customer contracts.

Contract scope and pricing is typically based on either a fixed-fee or unit-of-service model, with consideration of activities performed by third parties, as well as ancillary costs necessary to deliver on the contract scope that are reimbursable by our customers.

Our contracts can range in duration from a few months to several years.

These contracts are individually priced and negotiated based on the anticipated project scope, including the complexity of the project and the performance risks inherent in the project.

The majority of our contracts are structured with an upfront fee that is collected at the time of contract signing, and the balance of the fee is collected over the duration of the contract either through an arranged billing schedule or upon completion of certain performance targets or defined milestones.

Revenue, which is distinct from billing and cash receipt, is recognized based on the satisfaction of the individual performance obligations identified in each contract.

Substantially all of our customer contracts consist of a single performance obligation, as the promise to transfer the individual services defined in the contracts are not separately identifiable from other promises in the contract, and therefore not distinct.

Our performance obligations are generally satisfied over time and recognized as services are performed.

The progression of our contract performance obligations are measured primarily utilizing the input method of cost to cost.

Cancellation provisions in our contracts allow our customers to terminate a contract either immediately or according to advance notice terms specified within the applicable contract, which is typically 30 days.

Contract cancellation may occur for various reasons, including, but not limited to, adverse patient reactions, lack of efficacy, or inadequate patient enrollment.

Upon cancellation, we are entitled to fees for services rendered and reimbursable costs incurred through the date of termination, including payment for subsequent services necessary to conclude the study or close out the contract.

These fees are typically discussed and agreed upon with the customer and are realized as revenue when we believe the amount can be estimated reliably and its realization is probable.

Changes in revenue from period to period are driven primarily by new business volume and task order execution activity, project cancellations, changes in estimated costs to complete performance obligations, and the mix of active studies during a given period that can vary based on therapeutic area and or study life cycle stage.

Refer to "Critical Accounting Policies and Estimates—Revenue Recognition," below.

Costs and Expenses

Our costs and expenses are comprised primarily of our total direct costs, selling, general and administrative costs, depreciation and amortization and income taxes.

Total Direct Costs

Total direct costs are primarily driven by labor and related employee benefits, but also include contracted third party service related expenses, fees paid to site investigators, reimbursed out of pocket expenses, laboratory supplies and other expenses contributing to service delivery.

The other costs of service delivery can include office rent, utilities, supplies and software licenses which are allocated between Total direct costs and selling, general and administrative expenses based on the estimated contribution among service delivery and support function efforts on a percentage basis.

Total direct costs are expensed as incurred and are not deferred in anticipation of contracts being awarded or finalization of changes in scope.

Total direct costs, as a percentage of net revenue, can vary from period to period due to project labor efficiencies, changes in workforce, compensation/bonus programs and service mix.

Selling, General and Administrative

Selling, general and administrative expenses are primarily driven by compensation and related employee benefits, as well as rent, utilities, supplies, software licenses, professional fees (e.g., legal and accounting expenses), travel, marketing and other operating expenses.

Depreciation is provided on our property and equipment on the straight-line method at rates adequate to allocate the cost of the applicable assets over their estimated useful lives, which is three to five years for computer hardware, software, phone, and medical imaging equipment, five to seven years for furniture and fixtures and other equipment, and thirty to forty years for buildings.

Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful life of the improvement or the associated remaining lease term.

Amortization relates to finite-lived intangible assets recognized as expense using the straight-line method or using an accelerated method over their estimated useful lives, which range in term from 5 to 15 years.

Income Tax Provision

Income tax provision consists of federal, state and local taxes on income in multiple jurisdictions.

Our income tax is impacted by the pre-tax earnings in jurisdictions with varying tax rates and any related tax credits that may be available to us.

Our current and future provision for income taxes will vary from statutory rates due to the impact of valuation allowances in certain countries, income tax incentives, certain non-deductible expenses, and other discrete items.

Key Performance Metrics

To evaluate the performance of our business, we utilize a variety of financial and performance metrics.

These key measures include net new business awards and backlog.

Net New Business Awards and Backlog

New business awards represent the value of anticipated future net revenue that has been recognized in backlog during the period.

This value is recognized upon the signing of a contract or receipt of a written pre-contract confirmation from a customer that confirms an agreement in principle on budget and scope.

New business awards also include contract amendments, or changes in scope, where the customer has provided written authorization for changes in budget and scope or has approved us to perform additional work as of the measurement date.

Awards may not be recognized as backlog after consideration of a number of factors, including whether (i) the relevant net

revenue is expected only after a pending regulatory hurdle, which might result in cancellation of the study, (ii) the customer funding needed for commencement of the study is not believed to have been secured or (iii) study timelines are uncertain or not well defined.

In addition, study amounts that extend beyond three years from measurement date are not included in backlog.

The number and amount of new business awards can vary significantly from period to period, and an award’s contractual duration can range from several months to several years based on customer and project specifications.

Cancellations arise in the normal course of business and are reflected when we receive written confirmation from the customer to cease work on a contractual agreement or when we believe the future revenue is unlikely to be realized.

The majority of our customers can terminate our contracts without cause upon 30 days’

Similar to new business awards, the number and amount of cancellations can vary significantly period over period due to timing of customer correspondence and study-specific circumstances.

Net new business awards represent gross new business awards received in a period offset by total cancellations in that period.

Net new business awards were $1,610.4 million and $1,175.0 million for the years ended December 31, 2021 and 2020, respectively.

Backlog represents anticipated future net revenue from net new business awards that have commenced, but have not been completed.

Reported backlog will fluctuate based on new business awards, changes in scope to existing contracts, cancellations, net revenue recognition on existing contracts and foreign exchange adjustments from non-U.S.

dollar denominated backlog.

As of December 31, 2021, our backlog increased by $455.4 million, or 29.5%, to $1,997.1 million compared to $1,541.7 million as of December 31, 2020.

Included within backlog as of December 31, 2021 was approximately $1,030 million to $1,050 million that we expect to convert to net revenue in 2022, with the remainder expected to convert to net revenue in years after 2022.

The effect of foreign currency adjustments on backlog was as follows:

unfavorable foreign currency adjustments of $5.5 million for the year ended December 31, 2021 and favorable foreign currency adjustments of $14.3 million for the year ended December 31, 2020.

Backlog and net new business award metrics may not be reliable indicators of our future period revenue as they are subject to a variety of factors that may cause material fluctuations from period to period.

These factors include, but are not limited to, changes in the scope of projects, cancellations, and duration and timing of services provided.

Exchange Rate Fluctuations

The majority of our contracts and operational transactions are U.S.

dollar denominated.

The Euro represents the largest foreign currency denomination of our contractual and operational exposure.

As a result, a portion of our revenue and expenses is subject to exchange rate fluctuations.

We have translated the Euro into U.S.

dollars using the following average exchange rates based on data obtained from www.xe.com :

Year Ended December 31,

Dollars per Euro:

Results of Operations

This section generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020.

For a comparison of our results of operations for the fiscal years ended December 31, 2020 and December 31, 2019, see “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”

of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 16, 2021.

Year Ended December 31, 2021 compared to Year Ended December 31, 2020

Year Ended December 31,

(Amounts in thousands, except percentages)

Direct service costs, excluding depreciation and amortization

Reimbursed out-of-pocket expenses

Total direct costs

Selling, general and administrative

Total operating expenses

Income from operations

Miscellaneous income, net

Interest (expense) income, net

Income before income taxes

Income tax provision

Total revenue

Total revenue increased by $216.5 million to $1,142.4 million for the year ended December 31, 2021, from $925.9 million for the year ended December 31, 2020.

The increase was broad based, but primarily driven by strong activity within the Oncology , Metabolic, Central Nervous System and other uncategorized therapeutic areas .

Total direct costs

Total direct costs increased by $167.0 million, to $814.2 million for the year ended December 31, 2021 from $647.2 million for the year ended December 31, 2020.

The increase was primarily attributed to higher reimbursed out-of-pocket expenses and higher personnel costs to support the growth in service activities.

Reimbursed out-of-pocket expenses, which can fluctuate significantly from period to period based on the timing of program initiation and closeout, increased $80.4 million for the year ended December 31, 2021, compared to the same period in the prior year.

The higher personnel costs portion, including severance, increased by $69.7 million in the year ended December 31, 2021, compared to the same period in the prior year.

Selling, general and administrative

Selling, general and administrative expenses increased by $16.3 million, to $108.4 million for the year ended December 31, 2021 from $92.2 million for the year ended December 31, 2020.

The increase was primarily attributed to higher personnel costs to support the growth in service activities.

Personnel costs, including severance, increased by $11.5 million in the year ended December 31, 2021, compared to the same period in the prior year.

Depreciation and Amortization

Depreciation and amortization expense increased by $1.6 million, to $21.1 million for the year ended December 31, 2021 from $19.5 million for the year ended December 31, 2020.

The increase in depreciation and amortization was primarily related to increased depreciation related to Property and equipment, net .

Income tax provision

Income tax provision decreased by $3.1 million, to $20.0 million for the year ended December 31, 2021 from $23.1 million for the year ended December 31, 2020.

The overall effective tax rates for the years ended December 31, 2021 and 2020 were 9.9% and 13.7%, respectively.

The decrease in the income tax provision and overall effective

rate was primarily attributable to an increase in excess tax benefits recognized from share-based compensation and increase in tax benefits related to Foreign Derived Intangible Income (FDII).

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities.

Our principal sources of liquidity are operating cash flows and funds available for borrowing under our unsecured credit facility (as amended from time to time, the “Credit Facility”) .

As of December 31, 2021, we had cash and cash equivalents of $461.3 million, which primarily increased due to net cash provided by operations from the balance of $277.8 million as of December 31, 2020.

Approximately $32.2 million of our cash and cash equivalents, none of which was restricted, was held by our foreign subsidiaries as of December 31, 2021.

On September 30, 2019, the Company entered into the Credit Facility consisting of up to a $50.0 million revolving line of credit (as amended from time to time, the “Line of Credit”).

As of December 31, 2021, we had $49.8 million available for borrowing under the Credit Facility.

Our expected primary cash needs on both a short and long-term basis are for investment in operational growth, capital expenditures, share repurchases, selective strategic bolt-on acquisitions, other investments, and other general corporate needs.

We have historically funded our operations and growth with cash flow from operations and borrowings under our credit facilities.

We expect to continue expanding our operations through organic growth and potentially highly selective bolt-on acquisitions and investments.

As of December 31, 2021, cash commitments to support operating business needs include lease liabilities discussed in Note 8 of the Consolidated Financial Statements, purchase commitments discussed in Note 12 of the Consolidated Financial Statements and capital expenditures primarily related to infrastructure investments in our facilities, equipment and technology.

Capital spending as a percentage of revenue decreased 91 basis points to 2.5% in the year ended December 31, 2021.

We expect these activities will be funded from existing cash, cash flow from operations and, if necessary, borrowings under our existing or future credit facilities or other debt.

We have deemed that foreign earnings will be indefinitely reinvested and therefore we have not provided taxes on these earnings.

While we do not anticipate the need to repatriate these foreign earnings for liquidity purposes given our cash flows from operations and available borrowings under existing and future credit facilities, we would incur taxes on these earnings if the need for repatriation due to liquidity purposes arises.

We believe that our sources of liquidity and capital will be sufficient to finance our cash needs for the next 12 months and on a longer-term basis.

However, we cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our Credit Facility or otherwise, in an amount sufficient to fund our liquidity needs.

Year Ended December 31,

Cash Flows (Amounts in thousands)

Net cash provided by operating activities

Net cash used in investing activities

Net cash used in financing activities

Effect of exchange rates on cash, cash equivalents, and restricted cash

Increase in cash, cash equivalents, and restricted cash

Cash Flows from Operating Activities

Cash flows from operations are driven mainly by net income, noncash lease expense, depreciation, stock-based compensation expense, amortization of intangibles and net movement in advanced billings, accrued expenses, prepaid expenses and other current assets, and accounts receivable and unbilled, net .

Accounts receivable and unbilled, net, and advanced billings fluctuate on a regular basis as we perform our services, bill our customers and ultimately collect on those receivables.

We attempt to negotiate payment terms in order to provide for payments prior to or soon after the provision of services, but this timing of collection can vary significantly on a period by period comparative basis.

Net cash flows provided by operating activities were $263.3 million for the year ended December 31, 2021 consisting of net income of $181.8 million.

Adjustments to reconcile net income to net cash provided by operating activities were $14.8 million, primarily related to noncash lease expense of $16.3 million, depreciation of $16.0 million, stock-based compensation expense of $14.5 million, amortization of intangibles of $5.1 million, offset by a deferred income tax benefit of $37.1 million.

Changes in operating assets and liabilities provided $66.7 million in operating cash flows and were primarily driven by increased advanced billings of $ 89.0 million and increased accrued expenses of $26.2 million, offset by increased accounts receivable and unbilled, net of $25.0 million, decreased lease liabilities of $15.6 million and increased prepaid expenses and other current assets of $9.1 million.

Net cash flows provided by operating activities were $258.7 million for the year ended December 31, 2020 consisting of net income of $145.4 million.

Adjustments to reconcile net income to net cash provided by operating activities were $47.0 million, primarily related to noncash lease expense of $13.9 million, stock-based compensation expense of $13.8 million, depreciation of $11.7 million, amortization of intangibles of $7.9 million, and deferred income tax provision of $0.5 million.

Changes in operating assets and liabilities provided $66.3 million in operating cash flows and were primarily driven by increased advanced billings of $63.4 million and increased accrued expenses of $24.2 million, offset by decreased lease liabilities of $11.5 million and increased accounts receivable and unbilled, net of $5.5 million.

Cash Flow from Investing Activities

Net cash used in investing activities was $31.4 million for the year ended December 31, 2021, primarily consisting of property and equipment expenditures.

Net cash used in investing activities was $31.2 million for the year ended December 31, 2020, primarily consisting of property and equipment expenditures.

Cash Flow from Financing Activities

Net cash used in financing activities was $44.5 million for the year ended December 31, 2021, primarily related to $62.1 million in repurchases of common stock, offset by proceeds from stock options exercises of $17.6 million.

Net cash used in financing activities was $82.3 million for the year ended December 31, 2020, primarily related to $98.3 million in repurchases of common stock, offset by proceeds from stock options exercises of $16.0 million.