text:
Hoverboards Catching Fire a Cause For Concern
KTVU - There are few things like a big present. And this year, this could be the big gift that a lot of people get: A battery-operated hoverboard. But one current warning about them is unnerving.
"Store them away from combustibles so that if they do have problem, there is less of a likelihood of a fire spreading."
Not the words you want to hear about the newest kids toy in your house. But then, there have been numerous cases of hoverboards catching fire across the country.
"The consumer product safety commission is looking into the cause of these fires, but based on some of the preliminary reports I have seen, it looks to be a lithium ion battery problem."
"Right when she stood on it, it started sparking up making popping noises and she kind of freaked out."
That woman was talking about her sister's new hoverboard that caught fire as she tried to use it.
"So, she started dragging it to the front door, trying to get it outside, but before she was able to get it to the front door it almost exploded in her hands."
A quick search of YouTube turns up numerous cases of hoverboards catching fire- so many that Amazon has actually pulled some of the boards from its website. That's where Aaliyah Denny and her family got their new hoverboards.
"We're going to try and contact Amazon and try and tell them this is not safe, this nearly burnt our house down. And hopefully get our money back because we've only had them for a week," Marshall said.
Contra Costa County Fire Marshal Robert Marshall says there have been fires with other products that use lithium ion batteries, including laptops.
"If you are charging something that has a lithium ion battery, you should probably be in the room with it because there is enough of a problem with them that it can be problematic. If you're there, when the fire starts, then it's less likely to do as much damage."


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Q: Heat sink Fan Operates At Full Speed Randomly Normally the heat sink fan would run at full speed when I start the pc but only for few seconds and the sound is really audible at full speed then it would slow down and is silent from there on.
But now, when in use, even if I am just browsing or even when the pc is idle the fan randomly runs at full speed for few seconds then it goes silent, this keeps happening every 5/10 minutes and it's really annoying.
I used Open Hardware Monitor program to check the temperature and it shows the CPU's max temp is 50C and when in use the temp fluctuates around 36C - 42C, this I think is an acceptable temperature for the CPU.
I assembled this pc myself in 2012 and this is the configuration:

*

*Cooler Master CM690-II Advanced Mid Tower Cabinet

*Gigabyte GA-H77-DS3H Motherboard

*Intel 2.6 GHz LGA 1155 Dual Core G620 Processor

I would really appreciate if someone could help me troubleshoot this issue.
Thanks!

A: The problem was with the heatsink fan, it would would stop intermittently and then start again at full speed and this kept repeating every couple of minutes. So I bought a new heatsink fan and it solved the problem.

A: How about the System temperature?  It can turn the fan onto a higher speed, too.  The other possibility is either the sensor in the board (which is very rare) or the tachometer feedback from the fan itself.  One of the wires on the fan is used as a tachometer to measure the speed it is running at and, if it goes bad or flakey, the PC loses what speed it is running at.

A: This could be due to dust and/or other particles accumulated onthe fan blades.
If this is the case, use a blower to clear the dust off the fan blades and you should be fine.

redpajama_set_name: RedPajamaStackExchange


Patrick Byrne "learnt 60 Tunes" at the Irish harp Society school (Sanger 2002). In his concert posters and advertisements he announces "a number of Irish, Scotch and Welch airs" (meaning Welsh airs) (Sanger 1986), yet Biggar (1911) tells us "he only played old Irish airs, and when asked to play the new tunes he invariably replied 'I never learned them my son'".
See Chad McAnally, of Bards and Beggars, CD, 2011, track 9 for a performance based on the published description.
A newspaper article in Chambers' Edinburgh Journal, 19th Sept 1840, p. 279, mentions Byrne's playing but does not name tunes.
We also have some interesting information about Byrne's playing style from comments written down by Edward Bunting, James MacDonell and John Bell.


We know in the world of today, most households have two incomes to maintain the basic everyday needs. We all have worked jobs that paid bare minimum, gave crappy hours along with fatigue. Gilbert and Henslin divided the lower class into the Working Poor and the Underclass (Gilbert The American Class Structure 1998). The Working Poor's employment is in the service and manual labor and the Underclass relies solely on government aid and has not participate in the workforce.
There are about 3 million workers in the United States that worked full time year round last year and still fell below the National poverty level. If everyone earns exactly the same amount of money, then the income distribution would be perfectly equal. If no one earns any money except for one person, who earns all of the money, then the income distribution would be perfectly unequal. Distribution is usually somewhere in the middle of perfectly equal or unequal. Some will argue that increasing the minimum will hurt the economy because it will cause companies the inability to create new positions.
If these entry level jobs are minimum wage to suit the teenagers of legal working age, then why are companies paying adult workers the same wage? The original policy objective of minimum wage legislation was to protect women and children, who were thought to be the most vulnerable and exploited groups of workers. Around the time of early minimum wage legislation, related legislation was also being implemented to protect workers from excessive long hours of work and poor working conditions.
The objectives of these legislations were meant to ensure that employment conditions met a set of minimum standards (Fortin, Lemieux 1998). Further the intended objectives of creating a minimum wage is to prevent the exploitation of workers by their employers, to stimulate a fair wage structure, to provide a minimum standard of living for low income workers and to help alleviate poverty, particularly amongst working families (Rutkowski, 2003). People that are going through minimum wage jobs need to have more than one job in order to pay for housing, food, and necessities.
Many of us has experienced the joy of two minimum wage jobs and somehow we still manage to play with our children and find a moments rest. We know that minimum wage jobs do not provide enough money for two months' rent which is usually first month's rent and deposit. We often find ourselves living where we can only afford simply stated by Ms. Ehrenreich, "As far as I can tell, the place isn't a nest of drug dealers and prostitutes; these are just working people who don't have enough capital to rent a normal apartment.
" in her story (World Views: Nickel and Dimed. p. 364). Even having multiple jobs are not enough to pay renting and the rest of the utility bills. Jobs have changed over the years. Jobs that used to pay an employee a suitable salary are cutting back on their employees' paychecks due to economic problems. Minimum wage employers need to find a way to not overly push their workers to their limits and pay them adequately for well-earned money. At one time I thought that working a 3rd shift at a convenience store was difficult but I was wrong.
I am currently working at a local retail store, where they claim to be a team player. I have learned very quickly how the retail system works. In my case I am crossed trained in many areas of the store, however I work in Logistics. I have a 40-hour workload compressed into an 18-hour week now. It is hard to get by because the hours aren't enough or the pay is too low. You will noticed no matter how hard you work, how much you help your fellow co-workers, everyone else is getting lead positions.
There are many people that work with their company for years and yet they are still overlooked by the employer and a new candidate gets the new position. Is it that easy to settled or could we just get caught up with every day stresses of live? Most of America don't accept minimum wage jobs because they want, we do it because we have to. Fortin. Lemieux. "Instutuional Changes and Rising Wage Inquality: Is There Linkage. " Economics Perspectives (1998). "Nickel and Dimed. " World Views. n. d. 359-370.


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I am so In Love and i want to love You more and more.
All of us know about this 3 things right.
What I mean about think is, if there is something that we don't know, we think from what we already knew and try to find the answer by ourselves.
What I mean about research is, we are looking for a new resource or reference like internet, books, encyclopedia, etc.
What I mean about ask is, we ask somebody else about what we don't know.
The three things are important in our daily life. But, in my opinion, what comes first is more important. Let's look it using a case. Let's talk there is a place that you have to go. So what will each step will do.
I will think from my experience, how to go there. Have I ever been there ? How can I get there ?
I will look at google map and simply raise questions such as where the place is located, how far it is, what route is available, how much it will cost, etc.
I will ask for opinion from friends, or someone who has been there.
Yes ! It will be easier if we just ask somebody and get the answer immediately. But let's see what will happen if we only do one of it. In this case, if we only do the think part, we can arrive to that place. But, the trip time may longer than we expect. Or, it may cost a lot, and at the end, may ruin our plan. If we only look for brief information without thinking or asking for another opinion, we can achieve something but we do not get the optimized away. The last one is if we only ask to other people, it is the fastest way to get an answer. But, it will make us a dull. If there is a similar case, we still don't know how to solve it.
What I would do is, first i will research. I collect all the data that i need. After I get enough information, I will choose the best info. And i will repeat this process until I can't get more information. For example, i will look for information such as, how far it is, is there any station near that place, how much it will cost if i am using a public transportation or my own car, I will be going alone or with friends (how many), etc. After that, i will think to find which is the best one. I will compare the cost, time, or it will be a great journey or not. After i find the best one, I will looking for somebody that have been there, and asking for their opinions. Of course I will tell them what I have been searched beforehand.
I have a kind of bad habit before. It is easily ask google.
In my experience, nowadays we can get to another place easily using google maps and GPS. Yes, I do it a lot. The problem is come after that. I can't remember how to go to that place !! Every time I want to go there, I will start my phone to looking for the same places ! I try to change that "bad habit". Nowadays I will try to search beforehand, the place i want to go, which road that i have to take, and then I will use google maps ONLY for a tools that helping me. (The big difference is, I know which road that I have to take before I hit the road and not 100% believing in Google maps).
It's been awhile since i update my site.
2018 start with me traveling to Hiroshima.
It is a long drive and very tiring, because i'm exhausted and caught a cold.
It is a long way, but yes it's deserved it.
I visited Hiroshima Peace Memorial and Flame of Peace.
I arrived around 17:30 and yes it is very cold !
At first we see the Hiroshima Peace Memorial (Genpaku dome).
You can read the history of this site there, and i heard from my friend, if you come there evening, you can hear the story straight from person that survive the Bombing in Hiroshima.
I go around and see the dome from all sides.
I feel, how cruel humanbeing can be because of their desire.
Eventhough the bombing end the war, i don't like how it is done.
Flame of peace is will always lid.
It will always lid until all of atomic bomb in this world gone.
Actually, i want to see the moment this flame off.
PS : We go to Miyajima to, it is a great place, but nothing special for me there so i didn't put it in my diary.


text:
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
SYNEOS HEALTH, INC.
(State or other jurisdiction of incorporation or organization)
3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604-1547
(Address of principal executive offices and Zip 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 ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
¨ (Do not check if a smaller reporting 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
As of October 29, 2018, there were approximately 103,225,918 shares of the registrant's common stock outstanding.
PART I - FINANCIAL INFORMATION
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017 (unaudited)
Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2018 and 2017 (unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited)
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (unaudited)
Notes to Condensed Consolidated Financial Statements (unaudited)
PART II - OTHER INFORMATION
Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
SYNEOS HEALTH, INC. AND SUBSIDIARIES
Three Months Ended September 30,
Nine Months Ended September 30,
Service revenue
Reimbursable out-of-pocket expenses
Costs and operating expenses:
Direct costs (exclusive of depreciation and amortization)
Selling, general, and administrative
Restructuring and other costs
Transaction and integration-related expenses
Asset impairment charges
Income (loss) from operations
Other expense, net:
Other (expense) income, net
Income (loss) before provision for income taxes
Loss per share:
(0.10
Weighted average common shares outstanding:
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Unrealized gain (loss) on derivative instruments, net of income tax (expense) benefit of ($475), $72, ($475), and $163, respectively
Foreign currency translation adjustments, net of income tax benefit (expense) of $2,868, ($5,873), $0 and ($5,873), respectively
Accounts receivable billed, net
Accounts receivable unbilled
Contract assets
Intangible assets, net
Deferred income tax assets
Other long-term assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Contract liabilities
Current portion of long-term debt
Capital lease obligations, non-current
Long-term debt, non-current
Deferred income tax liabilities
Commitments and contingencies (Note 17)
Shareholders' equity:
Preferred stock, $0.01 par value; 30,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively
Common stock, $0.01 par value; 600,000,000 shares authorized, 103,223,093 and 104,435,501 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively
Accumulated other comprehensive loss, net of tax
Total shareholders' equity
Total liabilities and shareholders' equity
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of capitalized loan fees and original issue discount, net of Senior Notes premium
(Recovery of) provision for doubtful accounts
(Benefit from) provision for deferred income taxes
Foreign currency transaction adjustments
Fair value adjustment of contingent tax-sharing obligation
Other non-cash items
Changes in operating assets and liabilities, net of effect of business combinations:
Accounts receivable, unbilled services, and advanced billings
Accounts payable and accrued expenses
Other assets and liabilities
Payments associated with business acquisitions, net of cash acquired
Proceeds from issuance of long-term debt, net of discount
Payments of debt financing costs
Repayments of long-term debt
Proceeds from accounts receivable financing agreement
Proceeds from revolving line of credit
Repayments of revolving line of credit
Redemption of Senior Notes and associated breakage fees
Payments of capital leases
Payments for repurchase of common stock
Proceeds from exercise of stock options
Payments related to tax withholding for share-based compensation
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
Net change in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash - beginning of period
Cash, cash equivalents, and restricted cash - end of period
Supplemental disclosures of non-cash investing activities:
Fair value of shares issued and share-based awards assumed in business combinations
Fair value of contingent consideration related to business combinations
Purchases of property and equipment included in liabilities
Vehicles acquired through capital lease agreements
1. Basis of Presentation and Changes in Significant Accounting Policies
Nature of Operations
Syneos Health, Inc. (the "Company") is a global provider of end-to-end biopharmaceutical outsourcing solutions. The Company operates under two reportable segments, Clinical Solutions and Commercial Solutions, and derives its revenue through a suite of services designed to enhance its customers' ability to successfully develop, launch, and market their products. The Company offers its solutions on both a standalone and integrated basis with biopharmaceutical development and commercialization services ranging from Phase I-IV clinical trial services to services associated with the commercialization of biopharmaceutical products. The Company's customers include small, mid-sized, and large companies in the pharmaceutical, biotechnology, and medical device industries.
On August 1, 2017, the Company completed the merger (the "Merger") with Double Eagle Parent, Inc. ("inVentiv"), the parent company of inVentiv Health, Inc. Upon closing, inVentiv was merged with and into the Company, with the Company continuing as the surviving corporation. Beginning August 1, 2017, inVentiv's results of operations are included in the accompanying unaudited condensed consolidated financial statements. For additional information related to the Merger, refer to "Note 3 - Business Combinations."
Unaudited Interim Financial Information
The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting.
The unaudited condensed consolidated financial statements, in management's opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 28, 2018. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018 or any other future period. The unaudited condensed consolidated balance sheet at December 31, 2017 is derived from the amounts in the audited consolidated balance sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
Recently Adopted Accounting Standards
Revenue from Contracts with Customers. The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASC 606") on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the three and nine months ended September 30, 2018 reflect the application of ASC 606, while the reported results for the three and nine months ended September 30, 2017 were prepared under ASC 605, Revenue Recognition ("ASC 605"). For additional information related to the impact of adopting this standard, refer to "Note 12 - Revenue from Contracts with Customers."
Statement of Cash Flows - Restricted Cash. Effective January 1, 2018, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash using the retrospective transition method, as required by the new standard. The adoption of this ASU had an insignificant impact to the Company's unaudited condensed consolidated statements of cash flows. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets at September 30, 2018 and December 31, 2017, which sum to the total of such amounts in the consolidated statements of cash flows (in thousands):
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows
Comprehensive Income - Reclassifications of Certain Tax Effects. Effective January 1, 2018, the Company elected to early adopt ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Under the updated accounting guidance, the Company is allowed to reclassify the stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate resulting from the Tax Cuts and Jobs Act of 2017 ("Tax Act") is recorded. Upon adoption, the Company recorded an increase to other comprehensive income of $3.9 million and a reduction in retained earnings of $3.9 million. There was no impact on prior periods.
Recently Issued Accounting Standards Not Yet Adopted
Leases. In February 2016, the Financial Accounting Standards board ("FASB") issued ASU No. 2016-02, Leases. ASU 2016-02 requires organizations to recognize lease assets and lease liabilities on the balance sheet, including leases that were previously classified as operating leases. The ASU also requires additional disclosures about leasing arrangements related to the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments is permitted and the new guidance will be applied using a modified retrospective approach. The Company continues to evaluate the impact of adopting this standard on its accounting policies, financial statements, business processes, systems and internal controls. Additionally, the Company has established a project management and implementation team consisting of internal resources and external advisors. These evaluation and implementation processes are expected to continue through 2018. The Company expects to recognize substantially all of its leases on the balance sheet by recording a right-to-use asset and a corresponding lease liability. The Company plans to adopt the standard on January 1, 2019.
2. Financial Statement Details
Certain of the Company's subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. The participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. The net cash balance related to this pooling arrangement is included in the "Cash and cash equivalents" line item in the unaudited condensed consolidated balance sheet. The Company's net cash pool position consisted of the following (in thousands):
Gross cash position
Less: cash borrowings
Net cash position
Billed Accounts Receivable, Net
Billed accounts receivable, net consisted of the following (in thousands):
Accounts receivable billed
Allowance for doubtful accounts
Accounts Receivable Factoring Arrangement
In May 2017, the Company entered into an accounts receivable factoring agreement to sell certain eligible unsecured trade accounts receivable, without recourse, to an unrelated third-party financial institution for cash. For the nine months ended September 30, 2018, the Company factored $197.4 million of trade accounts receivable on a non-recourse basis and received $196.4 million in cash proceeds from the sale. The fees associated with this transaction were insignificant. The Company did not sell any trade accounts receivables under this agreement during the year ended December 31, 2017.
Changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2018 were as follows (in thousands):
Balance at December 31, 2017:
Gross carrying amount
Accumulated impairment losses (a)
Goodwill net of accumulated impairment losses
2018 Activity:
Business combinations (b)
Impact of foreign currency translation
Balance at September 30, 2018:
(a) Accumulated impairment losses associated with the Clinical Solutions segment were recorded prior to 2018 and related to the former Phase I Services segment, now a component of the Clinical Solutions segment. Accumulated impairment losses associated with the Commercial Solutions segment were recorded prior to 2018 and related to the former Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the nine months ended September 30, 2018.
(b) Amount represents measurement period adjustments to goodwill recognized in connection with the Merger and goodwill recognized in connection with an acquisition. Goodwill associated with these transactions is not deductible for income tax purposes. Refer to "Note 3 - Business Combinations" for further information.
Intangible assets, net consisted of the following (in thousands):
Accumulated Amortization
Intangible assets with finite lives:
Acquired backlog
The fair value of the intangible assets acquired during the three months ended September 30, 2018 are amortized over an estimated useful life of 5 to 10 years. The future estimated amortization expense for the Company's intangible assets is expected to be as follows (in thousands):
Fiscal Year Ending:
2018 (remaining 3 months)
2023 and thereafter
Accumulated other comprehensive loss, net of tax, consisted of the following (in thousands):
Foreign currency translation adjustments, net of tax
Unrealized gains on derivative instruments, net of tax
Changes in accumulated other comprehensive gain (loss), net of tax for the three months ended September 30, 2018 were as follows (in thousands):
Unrealized gain on derivative instruments, net of tax
Balance at June 30, 2018
Other comprehensive gain (loss) before reclassifications
Amount of loss reclassified from accumulated other comprehensive loss into statement of operations
Net current period other comprehensive gain (loss), net of tax
Balance at September 30, 2018
Changes in accumulated other comprehensive gain (loss), net of tax for the nine months ended September 30, 2018 were as follows (in thousands):
Reclassification of income tax benefit due to adoption of ASU 2018-02
Balance at January 1, 2018
Amount of gain reclassified from accumulated other comprehensive loss into the statement of operations
Unrealized gains on derivative instruments represent the effective portion of gains associated with interest rate swaps. Designated as cash flow hedges, the interest rate swaps limit the variable interest rate exposure associated with the Company's term loans. The Company reclassifies amounts into net income (loss) as it makes interest payments on its term loan. Amounts to be reclassified to net income (loss) in the next 12 months are expected to be inconsequential.
The tax effects allocated to each component of other comprehensive loss for the three months ended September 30, 2018 were as follows (in thousands):
Before-Tax Amount
Tax (Expense) or Benefit
Net-of-Tax Amount
Foreign currency translation adjustments
Unrealized gain on derivative instruments:
Unrealized gain arising during period
Reclassification adjustment for losses realized in net loss
Net unrealized gain on derivative instruments
Other comprehensive (loss) income
The tax effects allocated to each component of other comprehensive loss for the nine months ended September 30, 2018 were as follows (in thousands):
Reclassification adjustment of realized gains to net loss
Other comprehensive loss
The tax effects allocated to each component of other comprehensive income for the three months ended September 30, 2017 were as follows (in thousands):
Reclassification adjustment for gains realized in net loss
Net unrealized loss on derivative instruments
The tax effects allocated to each component of other comprehensive income for the nine months ended September 30, 2017 were as follows (in thousands):
Unrealized gain arising during the period
Other (expense) income, net consisted of the following (in thousands):
Net realized foreign currency gain (loss)
Net unrealized foreign currency (loss) gain
Total other (expense) income, net
3. Business Combinations
inVentiv Health Merger
On August 1, 2017 (the "Merger Date"), the Company completed the Merger with inVentiv with the Company surviving as the accounting and legal entity acquirer. The Merger was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The goodwill in connection with the Merger is primarily attributable to the assembled workforce of inVentiv and the expected synergies of the Merger.
In connection with the Merger, the Company assumed certain contingent tax-sharing obligations of inVentiv. The fair value of the contingent tax-sharing liability is remeasured at the end of each reporting period, with changes in the estimated fair value reflected in earnings until the liability is fully settled. The estimated fair value of the contingent tax-sharing obligation liability was $54.1 million and $50.5 million as
of September 30, 2018 and December 31, 2017, respectively. The liability is included in the "Accrued liabilities" and "Other long-term liabilities" line items of the accompanying unaudited condensed consolidated balance sheets.
The results of inVentiv's operations have been included in the Company's statements of operations since the Merger Date. Computing separate measures of inVentiv's stand-alone revenue and profitability for the period after the Merger Date is impracticable.
Allocation of Consideration Transferred
The fair value of the consideration transferred on the Merger Date was $4.51 billion. The following table summarizes the allocation of the consideration transferred based on management's estimates of Merger Date fair values of assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill (in thousands):
Assets acquired:
Total assets acquired
Liabilities assumed:
Capital leases
Long-term debt, current and non-current
Deferred income taxes, net
Total liabilities assumed
Total identifiable assets acquired, net
The goodwill recognized in connection with the Merger was $3.72 billion, with $2.23 billion of the goodwill assigned to the Clinical Solutions segment and $1.49 billion assigned to the Commercial Solutions segment. Goodwill generated in the Merger is not deductible for income tax purposes. During the nine months ended September 30, 2018, the Company made adjustments to the preliminary fair value of acquired assets and assumed liabilities to reflect additional information obtained in connection with the Merger. The net effect of these adjustments resulted in a $9.5 million decrease in goodwill.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information was derived from the historical financial statements of the Company and inVentiv and presents the combined results of operations as if the Merger had occurred on January 1, 2016. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results that would have actually occurred had the Merger been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may result from the Merger, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of inVentiv. Consequently, actual future results of the Company will differ from the unaudited pro forma financial information presented.
Three Months Ended September 30, 2017
Nine Months Ended September 30, 2017
Pro forma total revenue
Pro forma net loss
Pro forma loss per share:
The unaudited pro forma adjustments primarily relate to the depreciation of acquired property and equipment, amortization of acquired intangible assets and interest expense and amortization of deferred financing costs related to the new financing arrangements. In addition, the unaudited pro forma net loss for the three and nine months ended September 30, 2017 was adjusted to exclude $68.2 million and $90.9 million, respectively, net of tax effects, of nonrecurring merger-related transaction costs.
Kinapse Limited Acquisition
In August 2018, the Company completed its acquisition of Kinapse Topco Limited ("Kinapse"), a provider of advisory and operational solutions to the global life sciences industry. The total purchase consideration was $100.1 million plus assumed debt and includes cash acquired of $4.9 million. The Company recognized $83.4 million of goodwill and $57.3 million of intangible assets, principally customer relationships, as a result of the acquisition. The goodwill is not deductible for income tax purposes. The Company's assessment of fair value and the purchase price allocation related to this acquisition is preliminary and further adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed during the measurement period (up to one year from the acquisition date).
The operating results from the Kinapse acquisition have been included in the Company's Commercial Solutions segment from the date of acquisition. The unaudited pro forma financial information was not updated to include this acquisition as the impact would have been insignificant.
4. Long-Term Debt Obligations
The Company's debt obligations consisted of the following (in thousands):
Term Loan A due August 2022
Term Loan B due August 2024
Revolving credit facility due August 2022
Accounts receivable financing agreement due June 2020
Total secured debt
7.5% Senior Unsecured Notes due 2024
Total debt obligations
Add: unamortized Senior Notes premium, net of original issue debt discount
Less: unamortized deferred issuance costs
Less: current portion of debt
Total debt obligations, non-current portion
During the nine months ended September 30, 2018, the Company voluntarily prepaid $299.0 million towards reducing its outstanding Term Loan B balance, which was applied against the regularly-scheduled quarterly principal payments. As a result, the Company is not required to make a mandatory payment against the Term Loan B principal balance until maturity in August 2024. Additionally, during the nine months ended September 30, 2018, the Company made mandatory principal repayments of $18.8 million towards its Term Loan A and settled $36.6 million of debt upon the closing of an acquisition.
Repricing Amendment to Credit Agreement
On May 4, 2018, the Company entered into Amendment No. 1 (the "Repricing Amendment") to the Credit Agreement dated August 1, 2017 (the "2017 Credit Agreement"), which, among other things, modified the terms of the 2017 Credit Agreement to: (i) reduce by 0.25% overall the applicable margins for alternate base rate ("Base Rate") loans and Adjusted Eurocurrency Rate ("Eurocurrency Rate") loans with respect to both Term Loan A and Term Loan B; and (ii) reset the period in which a prepayment premium with respect to Term Loan B is required for a "Repricing Transaction" (as defined in the Credit Agreement) to six months after the closing date of the Repricing Amendment.
The applicable margins with respect to Base Rate and Eurocurrency Rate borrowings are determined depending on the "First Lien Leverage Ratio" or the "Secured Net Leverage Ratio" (as defined in the Repricing Amendment) and range as follows:
Eurocurrency Rate
Term Loan A
Term Loan B
Accounts Receivable Financing Agreement
On June 29, 2018 the Company entered into an accounts receivable financing agreement (as amended) with a termination date of June 29, 2020, unless terminated earlier pursuant to its terms. Under this agreement, certain of the Company's consolidated subsidiaries will sell accounts receivable and unbilled services (including contract assets) balances to a wholly-owned, bankruptcy-remote special purpose entity ("SPE"). The SPE can borrow up to $250.0 million from a third-party lender, secured by liens on certain receivables and other assets of the SPE. The Company has guaranteed the performance of the obligations of existing and future subsidiaries that sell and service the accounts receivable under this
agreement. The available borrowing capacity varies monthly according to the levels of the Company's eligible accounts receivable and unbilled receivables. Loans under this agreement will accrue interest at a reserve-adjusted LIBOR rate or a base rate equal to the highest of (i) the applicable lender's prime rate, and (ii) the federal funds rate plus 0.50%. The Company may prepay loans upon one business day prior notice and may terminate or reduce the facility limit of the accounts receivable financing agreement with 15 days' prior notice.
As of September 30, 2018, the Company had $183.6 million of outstanding borrowings under the accounts receivable financing agreement, which is recorded in the "Current portion of long term debt" and "Long term debt, noncurrent" line items on the accompanying unaudited condensed consolidated balance sheet. The remaining maximum capacity available for borrowing under this agreement was $66.4 million as of September 30, 2018.
5. Derivative Financial Instruments
In May 2016, the Company entered into interest rate swaps with a combined notional value of $300.0 million in an effort to limit its exposure to variable interest rates on its Term Loans. Interest began accruing on the swaps on June 30, 2016 and a portion of the interest rate swaps expired on June 30, 2018, with the remainder expiring on May 14, 2020. As of September 30, 2018, the remaining notional value of these interest rate swaps was $100.0 million.
In June 2018, the Company entered into two new interest rate swaps with multiple counterparties in an effort to limit its exposure to variable interest rates on its Term Loans. The first interest rate swap has an aggregate notional value of $1.22 billion, began accruing interest on June 29, 2018, and will expire on December 31, 2018. As of September 30, 2018, the remaining notional value of this interest rate swap was $1.07 billion. The second interest rate swap has an aggregate notional value of $1.01 billion, an effective date of December 31, 2018, and will expire on June 30, 2021.
The material terms of these derivatives are substantially the same as those contained within the 2017 Credit Agreement, including monthly settlements with the swap counterparty. Interest rate swaps are designated as hedging instruments. The amounts of hedge ineffectiveness recorded in net loss during the three and nine months ended September 30, 2018 and September 30, 2017 were insignificant and were attributable to inconsistencies in certain terms between the interest rate swaps and the 2017 Credit Agreement.
The Company became a party to certain foreign currency exchange rate forward contracts as a result of an acquisition that have expiration dates through April 2019. During the three and nine months ended September 30, 2018, the amount of loss recognized in other income (expense), net with respect to these contracts was inconsequential.
The fair values of the Company's derivative financial instruments and the line items on the accompanying unaudited condensed consolidated balance sheets to which they were recorded are as follows (in thousands):
Balance Sheet Classification
Foreign currency exchange rate swaps - current
Interest rate swaps - current
Interest rate swaps - non-current
6. Fair Value Measurements
Assets and Liabilities Carried at Fair Value
As of September 30, 2018 and December 31, 2017, the Company's financial assets and liabilities carried at fair value included cash and cash equivalents, restricted cash, trading securities, billed and unbilled accounts receivable, contract assets, accounts payable, accrued liabilities, contract liabilities, assumed contingent obligations, capital leases, liabilities under the accounts receivable financing agreement, and derivative instruments.
The fair value of cash and cash equivalents, restricted cash, billed and unbilled accounts receivable, contract assets, accounts payable, accrued liabilities, contract liabilities, and the liabilities under the accounts receivable financing agreement approximates their respective carrying amounts because of the liquidity and short-term nature of these financial instruments.
Financial Instruments Subject to Recurring Fair Value Measurements
As of September 30, 2018, the fair values of the major classes of the Company's assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):
Trading securities
Derivative instruments
Contingent obligations related to business combinations
As of December 31, 2017, the fair values of the major classes of the Company's assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):
The following table presents changes in the carrying amount of obligations classified as Level 3 category within the fair value hierarchy for the nine months ended September 30, 2018 (in thousands):
Changes in fair value recognized in earnings
During the nine months ended September 30, 2018, there were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 fair value measurements.
Financial Instruments Subject to Non-Recurring Fair Value Measurements
Certain assets, including goodwill and identifiable intangible assets, are carried on the balance sheets at cost and, subsequent to initial recognition, are measured at fair value on a non-recurring basis when certain identified events or changes in circumstances that may have a significant adverse effect on the carrying values of these assets occur. These assets are classified as Level 3 fair value measurements within the fair value hierarchy. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate a triggering event has occurred. Intangible assets are tested for impairment upon the occurrence of certain triggering events. As of September 30, 2018 and December 31, 2017, assets subject to non-recurring fair value measurements totaled $5.54 billion and $5.58 billion, respectively.
Fair Value Disclosures for Debt Not Carried at Fair Value
The estimated fair value of the outstanding term loans and Senior Unsecured Notes is determined based on the price that the Company would have to pay to settle the liabilities. As these liabilities are not actively traded, they are classified as Level 2 fair value measurements. The estimated fair values of the Company's outstanding term loans and Senior Unsecured Notes were as follows (in thousands):
Carrying Value (a)
Estimated Fair Value
(a) The carrying value of the term loan debt is shown net of original issue debt discounts. The carrying value of the 7.5% Senior Unsecured Notes is inclusive of unamortized premiums.
7. Restructuring and Other Costs
Merger-Related Restructuring
In connection with the Merger, the Company established a restructuring plan to eliminate redundant positions and reduce its facility footprint worldwide. The Company expects to continue the ongoing evaluations of its workforce and facilities infrastructure needs through 2020 in an effort to optimize its resources. During the nine months ended September 30, 2018, the Company recognized approximately: (i) $13.2 million of employee severance and benefits related costs; (ii) $20.6 million of facility closure and lease termination costs; and (iii) $0.5 million of other costs related to the Merger. Over the next several years, the Company expects to incur significant costs related to the restructuring of its operations in order to achieve targeted synergies from the Merger. The timing and the amount of these costs and related benefits may differ significantly from current management's estimates and depends on various factors, including, but not limited to, identifying and realizing synergy opportunities and executing the integration of the Company's operations.
Other Restructuring
During the nine months ended September 30, 2018, the Company incurred $1.4 million of facility closure and lease termination costs related to the Company's pre-Merger activities aimed at optimizing its resources worldwide. Additionally, during the nine months ended September 30, 2018, the Company recognized: (i) approximately $3.2 million of consulting costs related to the restructuring of its contract management processes to meet the requirements of the newly adopted revenue recognition accounting standard; (ii) $1.7 million of employee severance and benefits related costs; and (iii) $1.0 million of other restructuring costs.
Accrued Restructuring Liabilities
The following table summarizes activity related to the liabilities associated with restructuring and other costs during the nine months ended September 30, 2018 (in thousands):
Employee Severance Costs, Including Executive Transition Costs
Facility Closure and Lease Termination Costs
Expenses incurred(a)
Cash payments made
(a) The amount of expenses incurred presented in the reconciliation of accrued restructuring liabilities excludes $4.0 million of non-cash restructuring and other expenses incurred for the nine months ended September 30, 2018 because these expenses were not subject to accrual prior to the period in which they were incurred.
The Company expects that substantially all of the employee severance costs accrued as of September 30, 2018 will be paid within the next twelve months. Certain facility costs will be paid over the remaining terms of exited facility leases, which range from 2018 through 2027. Liabilities associated with these costs are included in the "Accrued liabilities" and "Other long-term liabilities" line items in the accompanying unaudited condensed consolidated balance sheets. Restructuring and other costs included in net loss for the three and nine months ended September 30, 2018 are presented in the "Restructuring and other costs" line item in the unaudited condensed consolidated statements of operations.
8. Shareholders' Equity
2018 Stock Repurchase Program
On February 26, 2018, the Company's Board of Directors authorized the repurchase of up to an aggregate of $250.0 million of the Company's common stock, par value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in block trades or through privately negotiated transactions ("2018 stock repurchase program"). The 2018 stock repurchase program commenced on March 1, 2018 and will end no later than December 31, 2019. The Company intends to use cash on hand and future operating cash flow to fund the stock repurchase program.
The 2018 stock repurchase program does not obligate the Company to repurchase any particular amount of the Company's common stock and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by the Company's management based on a variety of factors such as the market price of the Company's common stock, the Company's corporate requirements for cash, and overall market conditions. The stock repurchase program will be subject to applicable legal requirements, including federal and state securities laws. The Company may also repurchase shares of its common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of the Company's common stock to be repurchased when the Company might otherwise be precluded from doing so by law.
In March 2018, the Company repurchased 948,100 shares of its common stock in open market transactions at an average price of $39.55 per share, resulting in a total purchase price of approximately $37.5 million. In April 2018, the Company repurchased 1,024,400 shares of its common stock in open market transactions at an average price of $36.60 per share, resulting in a total purchase price of approximately $37.5 million. The Company immediately retired all of the repurchased common stock and charged the par value of the shares to common stock. The excess of the repurchase price over par was applied on a pro rata basis against additional paid-in-capital, with the remainder applied to accumulated deficit.
As of September 30, 2018, the Company has remaining authorization to repurchase up to approximately $175.0 million of shares of its common stock under the 2018 stock repurchase program.
9. Share-Based Compensation
Restricted Stock Unit Award Activity
The following table summarizes the Restricted Stock Unit ("RSU") activity during the nine months ended September 30, 2018:
Number of Shares
Grant Date Fair Value
Non-vested at December 31, 2017
Non-vested at September 30, 2018
At September 30, 2018, total unrecognized compensation expense related to unvested RSUs was $67.4 million, which is expected to be recognized over a weighted average period of 2.2 years.
2018 Performance-Based RSU Awards
During 2018, the Compensation Committee of the Company's Board of Directors granted performance-based RSU awards ("PRSUs") to certain executive officers. The total target number of PRSUs granted was 198,382 which will vest in a percentage ranging from 0% to 150% depending on the level of achievement of the performance targets. Each award is scheduled to cliff-vest approximately three years from the grant date and consists of three equal tranches with each tranche being conditional upon: (i) the attainment of performance targets related to the Company's revenue growth for fiscal years 2018, 2019, and 2020; and (ii) the continued employment and service of the employee from the grant date through the date when determination of the target attainment level for the last performance period is made. The Company recognizes share-based compensation expense for PRSUs when attainment of each performance target becomes probable.
Share-based Compensation Expense
The total amount of share-based compensation expense recognized in the unaudited condensed consolidated statements of operations was as follows (in thousands):
Statement of Operations Classification
Direct costs
Selling, general, and administrative expenses
10. Earnings Per Share
Basic earnings per share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period. A reconciliation of the numerators and denominators of the basic and diluted per share computations of weighted average common shares outstanding based on the Company's consolidated net loss is as follows (in thousands, except per share amounts):
Basic weighted average common shares outstanding
Effect of dilutive securities:
Stock options and other awards under deferred share-based compensation programs
Diluted weighted average common shares outstanding
Potential common shares outstanding that are considered antidilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock options and other awards under deferred share-based compensation programs may be determined to be antidilutive based on the application of the treasury stock method. Potential common shares are also considered antidilutive in the event of a net loss from operations.
The number of potential shares outstanding that were considered antidilutive using the treasury stock method and therefore excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding are as follows (in thousands):
Anti-dilutive stock options and other awards
Anti-dilutive stock options and other awards under deferred share-based compensation programs excluded based on reporting a net loss for the period
Total common stock equivalents excluded from diluted earnings per share computation
11. Income Taxes
For the three and nine months ended September 30, 2018, the Company recorded income tax expense of $12.0 million and $19.1 million, compared to pre-tax income of $1.6 million and pre-tax loss of $2.3 million, respectively. The effective tax rate for the three and nine months ended September 30, 2018 varied from the U.S. federal statutory income tax rate of 21.0% primarily due to: (i) the recognition of unfavorable discrete adjustments related to foreign currency exchange; (ii) the geographical split of pre-tax income; and (iii) deferred expense related to hanging credits on domestic indefinite-lived intangibles.
For the three and nine months ended September 30, 2017, the Company recorded an income tax expense of $26.1 million and $30.2 million, respectively, compared to pre-tax losses of $121.9 million and $93.2 million, respectively. The Company's effective tax rate for the three and nine months ended September 30, 2017 varied from the U.S. federal statutory income tax rate of 35.0% primarily due to: (i) a discrete tax expense related to a change in the Company's method of accounting for undistributed foreign earnings; (ii) the relative amount of income from operations earned in international jurisdictions with lower statutory income tax rates than the United States; and (iii) discrete tax adjustments related to excess tax benefits on share-based compensation.
Unrecognized Tax Benefits
The Company's gross unrecognized tax benefits, exclusive of associated interest and penalties, were $19.7 million and $43.7 million as of September 30, 2018 and December 31, 2017, respectively. The decrease of $24.0 million was primarily due to: (i) audit settlements in the United States and foreign jurisdictions, of which $1.4 million decreased tax expense; and (ii) remeasurement of acquired positions in relation to the Merger with inVentiv. The Company anticipates that during the next 12 months the unrecognized tax benefits will decrease by approximately $0.1 million.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("Tax Act"). The Tax Act made broad and complex changes to the U.S. tax code, including requiring companies to pay a one-time transition tax on certain undistributed earnings of foreign subsidiaries. The deemed repatriation transition tax ("Transition Tax") is a tax on previously untaxed accumulated and current earnings and profits ("E&P") of the Company's foreign subsidiaries. The Company was able to reasonably estimate the Transition Tax and recorded a provisional tax expense of $63.1 million for the year ended December 31, 2017. During the nine months ended September 30, 2018, the Company completed its accounting for the effects of the Transition Tax, with the exception of the state tax effects. On the basis of revised E&P computations that were completed during the reporting period, the final Transition Tax is $61.5 million. Due to the valuation allowance on the federal deferred tax assets, this decrease in the Transition Tax did not affect the 2018 effective tax rate for the period.
12. Revenue from Contracts with Customers
The Company adopted ASC 606 - Revenue from Contracts with Customers and all related amendments ("new revenue standard" or "ASC 606") on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the three and nine months ended September 30, 2018 reflect the application of ASC 606, while the reported results for the three and nine months ended September 30, 2017 were prepared under ASC 605 - Revenue Recognition and other authoritative guidance in effect for those periods. In accordance with ASC 606, revenue is now recognized when, or as, a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.
A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to a customer and is the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract's transaction price is allocated to each separate performance obligation based upon the standalone selling price and is recognized as revenue, when, or as, the performance obligation is satisfied. The majority of the Company's contracts have a single performance obligation because the promise to transfer individual services is not separately identifiable from other promises in the contracts, and therefore, is not distinct. For contracts with multiple performance obligations, the contract's transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.
The majority of the Company's revenue arrangements are service contracts that range in duration from a few months to several years. Substantially all of the Company's performance obligations, and associated revenue, are transferred to the customer over time. The Company generally receives compensation based on measuring progress toward completion using anticipated project budgets for direct labor and prices for each service offering. The Company is also reimbursed for certain third party pass-through and out-of-pocket costs. In addition, in certain instances a customer contract may include forms of variable consideration such as incentive fees, volume rebates or other provisions that can increase or decrease the transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics, program milestones or cost targets. For the purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount to be recorded is estimated based on the assessment of the Company's anticipated performance and consideration of all information that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved in the future.
Most of the Company's contracts can be terminated by the customer without cause with a 30-day notice. In the event of termination, the Company's contracts generally provide that the customer pay the Company for: (i) fees earned through the termination date; (ii) fees and expenses for winding down the
project, which include both fees incurred and actual expenses; (iii) non-cancellable expenditures; and (iv) in some cases, a fee to cover a portion of the remaining professional fees on the project. The Company's long term clinical trial contracts contain implied substantive termination penalties because of the significant wind-down cost of terminating a clinical trial. These provisions for termination penalties result in these types of contracts being treated as long-term for revenue recognition purposes.
Changes in the scope of work are common, especially under long-term contracts, and generally result in a renegotiation of future contract pricing terms and change in contract transaction price. If the customer does not agree to a contract modification, the Company could bear the risk of cost overruns. Most of the Company's contract modifications are for services that are not distinct from the services under the existing contract due to the significant integration service provided in the context of the contract and therefore result in a cumulative catch-up adjustment to revenue at the date of contract modification.
Contract Assets and Liabilities
Contract assets include unbilled amounts typically resulting from revenue recognized in excess of the amounts billed to the customer for which the right to payment is subject to factors other than the passage of time. These amounts may not exceed their net realizable value. Contract assets are generally classified as current. Contract liabilities consist of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Contract assets and liabilities are presented on the balance sheet on a net contract-by-contract basis at the end of each reporting period.
Capitalized Costs
The Company capitalizes certain costs associated with commissions and bonuses paid to its employees in the Clinical Solutions segment because these costs are incurred in obtaining contracts that have a term greater than one year. Capitalized costs are included in the "Prepaid expenses and other current assets" and "Other long-term assets" line items of the accompanying unaudited condensed consolidated balance sheets. The Company amortizes these costs in a manner that is consistent with the pattern of revenue recognition described below. The Company expenses obtainment costs for contracts that have a term of one year or less.
Additionally, certain recruiting and training costs within the selling solutions services offering are incurred prior to deployment of the contract field promotion teams that are reimbursed by the customer. These costs are capitalized and amortized ratably from the deployment date through the end of the accounting contract term. Capitalized costs and the related amortization are as follows (in thousands):
Capitalized costs incurred to obtain or fulfill contracts with customers
Amortization of capitalized costs
The Company's Clinical Solutions segment provides solutions to address the clinical development needs of customers. The Company provides biopharmaceutical program development services through the Full Service Clinical Development ("Full Service") platform, discrete services for any part of a customer clinical trial through a Functional Service Provider ("FSP") offering, Early Stage services, and Real World and Late Phase ("RWLP") services. The services provided via the Full Service and RWLP platforms generally span several years and a significant benefit to the customer is provided by integrating those services provided by the Company's employees as well as those performed by third parties.
Because the Company provides a significant benefit to the customer of integrating the services provided by the Full Service offering, there is one performance obligation for revenue recognition purposes. Revenue is recognized over time using an input measure of progress. The input measure reflects costs (including investigator payments and pass-through costs) incurred to date relative to total estimated costs to complete ("cost-to-cost measure of progress"). Under the cost-to-cost measure of progress methodology, revenue is recorded proportionally to costs incurred. Contract costs principally include direct labor, investigator payments, and pass-through costs.
The remaining service offerings within the Clinical Solutions segment are generally short-term, month-to-month contracts, time and materials basis contracts, or provide a series of distinct services that are substantially the same and have the same pattern of transfer to the customer ("series"). As such, revenue for these service offerings is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period, similar to the pattern of recognition under ASC 605. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract performance obligation.
The estimate of total revenue and costs at completion requires significant judgment. Contract estimates are based on various assumptions to project future outcomes of events that often span several years. These estimates are reviewed periodically and any adjustments are recognized on a cumulative catch up basis in the period they become known.
Unsatisfied Performance Obligations
As of September 30, 2018, the total aggregate transaction price allocated to the unsatisfied performance obligations under contracts with a contract term greater than one year and which are not accounted for as a series pursuant to ASC 606 was $5.22 billion. This amount includes revenue associated with reimbursable out-of-pocket expenses. The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one to five years. The amount of unsatisfied performance obligations is presented net of any constraints and as a result, is lower than the potential contractual revenue. Specifically, contracts that do not commence within a certain period of time require the Company to undertake numerous activities to fulfill these performance obligations, including various activities that are outside of the Company's control. Accordingly, such contracts have been excluded from the unsatisfied performance obligations balance presented above.
The Company's Commercial Solutions segment provides a broad suite of complementary commercialization services including selling solutions, communications (advertising and public relations), and consulting services. The largest of the service offerings within the Commercial Solutions segment relates to selling solutions. Selling solutions contracts are comprised of a single performance obligation that represents a series of daily outsourced detailing services to promote and sell commercial products on behalf of a customer.
The remaining Commercial Solutions contracts are generally short-term, month-to-month contracts or time and materials contracts. As such, Commercial Solutions revenue is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period, similar to the pattern of recognition under ASC 605. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract performance obligation.
Pass-through and out-of-pocket costs are recognized in service revenue in the unaudited condensed consolidated income statement as incurred. Certain media purchases and the related reimbursements are recorded on a net basis in the unaudited condensed consolidated income statement as such activities are controlled by the customer.
The Commercial Solutions segment does not have material unsatisfied performance obligations that are required to be disclosed under ASC 606 because the contracts are short-term in nature or represent a series pursuant to ASC 606.
Timing of Billing and Performance
Differences in the timing of revenue recognition and associated billings and cash collections result in recording of billed accounts receivable, unbilled accounts receivable, contract assets and contract liabilities on the unaudited condensed consolidated balance sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms either at periodic intervals or upon achievement of contractual milestones. Billings generally occur subsequent to revenue recognition, resulting in recording of: (i) unbilled accounts receivable in instances where the right to bill is contingent solely on the passage of time (e.g., in the following month); and (ii) contract assets in instances where the right to bill is associated with a contingency (e.g., achievement of a milestone). Cash payments received in advance of the Company's performance result in recording of contract liabilities, which are liquidated as revenue is recognized.
Contract assets and liabilities are recorded net on a contract-by-contract basis at the end of each reporting period.
During the three and nine months ended September 30, 2018, the Company recognized approximately $363.7 million and $481.8 million, respectively, of revenue that was included in the contract liabilities balance at the beginning of the period. In order to determine revenue recognized in the period from contract liabilities, the Company first allocates revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance. During the three and nine months ended September 30, 2018, approximately $2.9 million and $(6.1) million of the Company's revenue recognized was allocated to performance obligations partially satisfied in previous periods and predominately related to changes in scope and estimates in full service clinical studies. Changes in the contract assets and liabilities balances during the three and nine months ended September 30, 2018 were not materially impacted by any other factors.
Impact of Adopting ASC 606
The Company adopted ASC 606 using the modified retrospective method. The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date, with the impact primarily related to the performance obligations related to the Full Service customer clinical trials in the Clinical Solutions segment.
As a result of applying the modified retrospective method to adopt the new accounting guidance, the following adjustments were made to the unaudited condensed consolidated balance sheet as of January 1, 2018 (in thousands):
ASC 606 Adoption
The following table compares the reported unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2018 to the amounts as if the previous revenue recognition guidance remained in effect for the three and nine months ended September 30, 2018 (in thousands, except per share amounts):
ASC 606
As Adjusted
Earnings (loss) per share attributable to common shareholders:
The following is a summary of the significant changes in the Company's unaudited condensed consolidated statement of operations as a result of adopting ASC 606 on January 1, 2018, compared to the amounts as if the Company had continued to report its results under ASC 605:
ASC 606 delayed the recognition of revenue principally related to Full Service customer clinical trials in the Company's Clinical Solutions segment for the three and nine months ended September 30, 2018 as revenue was previously recognized when contractual items (i.e. "units") were delivered or on a proportional performance basis, generally using output measures of progress specific to the services provided, such as site or investigator recruitment, patient enrollment and data management. These measures excluded reimbursed investigator payments, other pass-through costs, and out-of-pocket expenses, which were recognized as incurred and presented separately as a component of total revenue in the unaudited condensed consolidated statement of operations. Pursuant to the adoption of ASC 606, the majority of revenue recognized related to Full Service customer clinical trials is accounted for using project costs as an input measure of progress, and includes reimbursable pass-through costs and out-of-pocket expenses.
ASC 606 delayed the recognition of revenue in the Company's Commercial Solutions segment for the nine months ended September 30, 2018 as certain costs to recruit and train the contract field promotion teams, and revenue for the related reimbursements, are deferred and amortized over the contract term under ASC 606. These amounts were previously recognized as each separate service was delivered to the customer. These delays were partially offset by the acceleration of revenue recognition on certain incentive fee programs that were previously recognized upon customer approval. For the three months ended September 30, 2018 the recognition of revenue under ASC 606 and ASC 605 was comparatively similar.
The following table compares the reported unaudited condensed consolidated balance sheet as of September 30, 2018 to the amounts as if the previous revenue recognition guidance remained in effect as of September 30, 2018 (in thousands):
The following is a summary of the significant changes in the Company's unaudited condensed consolidated balance sheets as a result of adopting ASC 606 on January 1, 2018, compared to the amounts as if the Company had continued to report its results under ASC 605:
The reported assets were greater than the total assets that would have been reported had the prior revenue recognition guidance remained in effect. This was largely due to the deferral of certain recruiting and training costs in Commercial Solutions contracts and capitalized sales commissions. The reported liabilities were greater than the total liabilities that would have been reported had the prior revenue recognition guidance remained in effect. This was largely due to advances and deferred revenue in excess of contract assets that are required to be presented net on a contract-by-contract basis.
The adoption of ASC 606 primarily resulted in a revenue recognition delay as of January 1, 2018, which resulted in an increase of the Company's deferred tax asset position. As the Company records full reserves for its net federal deferred tax assets in the United States, a portion of the impact was offset by a corresponding increase to the valuation allowance against the deferred tax asset position.
The adoption of ASC 606 had no net impact on the Company's cash flows from operations.
13. Segment Information
During the third quarter of 2017, the Company realigned its operating segments as a result of the Merger to reflect the current structure under which performance is evaluated, strategic decisions are made and resources are allocated. As a result of this realignment, effe

redpajama_set_name: RedPajamaCommonCrawl


Children dream of being firefighters, police, doctors or YouTube influencers. You know how it goes. As a boy I dreamed of forming part of that fascinating world that I found behind the dial on my shortwave radio set. Could a voice give shape to new worlds? Could those faceless voices weave stories with just the threads of their interpretation? Oh yes! They certainly could! And more than anything else, I wanted to be there and do it!
But passion alone is not enough. Consequently, I studied at the Brown Institute of Broadcasting (a CBS affiliate) and took my first steps in FM radio in Miami, and later as an established voice talent in Barcelona.
But I have never stopped learning. And the fascination is still there in every voiceover, whether it be a television or radio commercial, documentary, movie trailer, narration or premier corporate video.
Or maybe you want more information.
I enjoy what I do. Really! When I have a script in front of me I always want to bring it to life, immerse the listeners in the story, whatever it may be: the most epic you can imagine or the most everyday that you need to communicate. It doesn't matter. My job is to make those words shine.
Of course, I rely on a work tool that I have honed, trained and nuanced over the years and that enables me to bring a wide range of interpretation skills and a repertoire of tones and accents to your project….
Without it, well, you wouldn't be here checking me out, would you?
But you'll only be convinced by listening.
Maybe you are looking for an emcee for your corporate event? A character in your film?
Check out a selection of current still photos, and clips from my on-camera work in English, Spanish and Catalan.
The place to give your story its voice.


UnikTruck recently completed delivery of a preowned, fully refurbished Kalmar DCF450-12 forklift to a major concrete, building and engineering company in Finland.
The customer was looking for a good-as-new used 45 tons Kalmar forklift with low hours. UnikTruck was able to supply the Kalmar DCF450-12 with only 1258 hours off the shelf in less than 2 weeks from initial contact.
The 45 ton capacity Kalmar forklift was delivered with our own dedicated low-loader directly from stock to customer only two weeks after initial contact. Subsequently the forklift went direct into operation.


English teenager Courtney Hadwin won over the hearts of millions when she auditioned for America's Got Talent.
She stole the show with her audition, singing Otis Redding's Hard to Handle, and has been wowing viewers and the judges ever since. Courtney, 14, is currently competing in the live rounds of the competition.
During Tuesday's show she performed a soulful rendition of James Brown's Papa's Got a Brand New Bag, earning a standing ovation from the audience.
ven hard-to-please judge Simon Cowell had no criticism to offer the talented teen, telling her to do 'everything exactly like you did tonight' in the rounds to come.
Courtney stands a chance of winning the competition as a whole, so you might want to get familiar before she makes it big.
Courtney Hadwin is a 14-year-old aspiring musician from Peterlee, County Durham. She's currently enrolled at The Academy at Shotton Hall.
According to The Sun, Courtney busks to cover the cost of her singing lessons back home.
Before she competed on America's Got Talent, Courtney appeared on The Voice Kids UK. She was mentored by Danny Jones from McFly.
Courtney reached the final round of the competition, but didn't win. She performed And I Am Telling You I'm Not Going from Dreamgirls and was beat out by Jess Folley.
Citing one of Janis's best qualities, Courtney said the legendary musician was 'not scared to be different, and she's her own person'.
According to Courtney's Instagram she has a puppy, which she got for her birthday and loves very much. She also appears to be very close with her family, often posting photos with them from outings they've taken together.
Where is Courtney Hadwin from?
Courtney Hadwin is originally from the United Kingdom. Specifically Peterlee, a small town founded in 1948.
Courtney Hadwin's Instagram is full of videos dedicated to her fans, selfies, and clips from her America's Got Talent performances.
She often provides followers with a glimpse into her daily life, sharing photos with family members and her Yorkshire terrier.
Courtney currently has over 135,000 followers on Instagram.
Courtney Hadwin appeared on The Voice Kids UK in 2017. She auditioned with a performance of the song Nutbush City Limits. Danny Jones was the only one of the three judges to turn his chair.
Courtney's audition has been watched more than 5 million times on YouTube.
There are several ways to vote for your favorite America's Got Talent competitors. You can download the official AGT app from the App Store or Google Play, visit the official AGT website, vote by phone or via your cable provider.
To vote by phone you'll need to call 1-866-602-48XX (last two digits will be the performance number) to register your vote.
Xfinity X1 customers can cast their America's Got Talent vote using their remote.


Under minimal supervision incumbent performs In-Line Production Material Handling specializing in one or more manufacturing production areas; Supplies, Plastics and Print Band Manufacturing. Incumbent performs one or more of the identified responsibilities listed below as it relates to their function and department.
Proficiently packs one product line per specifications and special instructions.
Verifies accuracy of product count per order. Checks order specifications/special instructions for order correctness and prepares and packs product for shipment or to stock.
Produces identification/shipping labels using CRT/data base programs, hand guns, etc.
Monitors and sorts products during production runs. Performs in-line quality inspection using appropriate measuring devices per department guidelines.
Assists Press Operators in attending semi-automatic equipment/presses.
Seals packing containers and places in stock bins, racks or loads on skid/train cart. Utilizing mechanical hand trucks, pallet trucks or train carts, pushes and pulls skid lots to staging area, warehouse, or other designated locations.
Completes assigned production/quality documentation via handwritten or via CRT/keyboard.
Accesses and updates/reviews one or more Inventory Control & management System screens/functions.
Stocks packing stations and/or production line to ensure continuous operations. Notifies appropriate individual of material/supply shortages.
Stores and organizes stock as required.
Operates Shrink-Wrap, Core Cutter or Grinders. Performs routine operator general maintenance and cleaning on equipment. Makes minor adjustments on equipment to ensure quality performance of equipment.
Assists Press Operators as required cleaning ink fountains, adhesives off rollers, etc. per dept. guidelines.
Assists Press Operators as required maneuvering and mounting supply rolls.
Maintains inventory per department guidelines, including inks and prints media.
Incumbent performs general housekeeping tasks and waste removal within department/group and assists other areas as required.
As a member of the In-Line Production Material Handling Team; trains, assists and supports other team members in problem solving and meeting department goals. Incumbent continuously reviews current processes and searches out improvement methods to reduce waste, rework and unnecessary work that adds no value to the work or process.
Based on business need, assists/supports in other job functions within material handling process or other company processes within scope and ability.
Demonstrated proficiency in performing basic math calculations including decimals and percentages.
Must have legible handwriting and follow written and verbal instructions.
Must be able to continuously stand, stoop, bend, reach, push & pull.
Must be able to lift, carry, push, and pull up to 50 lbs. and occasionally weights above 50 lbs. with mechanical assistance or the help of another employee. Using material handling equipment and hoists maneuvers weight up to 1000 lbs.
Must be safety conscious and alert to safety hazards.
Must be able to learn and demonstrate use of PC data base functions, mechanical/automated labeling equipment, and measurement devices.
Must have good judgment, decision making, planning and organization skills.


text:
Sian Proctor: African-American Doctor Becomes First Black Woman to Pilot a Spacecraft
Sunday, September 19, 2021 at 11:26 AM by Nathaniel Crabbe
Dr Sian Proctor is the first Black woman to pilot a spacecraft after SpaceX's Inspiration4 Mission launched on Wednesday
She made history as the fourth Black woman to travel into space and the first Black woman to pilot a spacecraft
Dr Proctor served as a mission pilot on Inspiration4, which launched into space, Wednesday, September 15
Dr Sian Proctor has become the first Black woman to pilot a spacecraft after SpaceX's Inspiration4 Mission successfully launched into space on Wednesday, September 15.
Proctor, a geoscientist, artist, and science communicator, was one of four people in the first-ever all-civilian spaceflight, serving as a mission pilot on Inspiration4.
She made history as the fourth Black woman to travel into space and the first Black woman to pilot a spacecraft with the three-day trip circling the earth, the New York Times reports.
26-year-old Takoradi Technical University graduate tops DSTV competition & wins Ghc30k
Sian Proctor: African-American Doctor Becomes First Black Woman to Pilot a Spacecraft. Photo credit: Dr Sian Proctor
Source: Instagram
Proctor, an African-American from Guam, had her interest in space at an early age due to her father being an engineer for NASA.
After receiving her Master's degree in Geology and PhD in Science Education, Proctor embarked on her career as a geoscience professor for South Mountain Community College in Phoenix, Arizona where she taught for over 20 years.
Proctor also serves as vice-president of education at Star Harbor Space Academy.
Contribution to mission
Proctor told The Space Channel she contributed to the mission by bringing in the ''drone study and the whole idea is with that suit I was wearing when you go into these moons and Mars simulations.''
This mission helped raise awareness and funds for St. Jude's Children Research Hospital for pediatric cancer, with a target of over $200 million for the hospital that does not charge families for treatment.
Meet the 1st ever GH lady who was awarded a scholarship based on merit & the 2nd to obtain a uni degree
Although the preparation for the launch was intense for the entire crew, with rigorous training exercises, she was excited to be able to fulfil her childhood dream.
Inspiration4 launched from NASA's Kennedy Space Center in Cape Canaveral, Florida on Wednesday, September 15.
Meet the First Ghanaian President of Graduate Students at Ohio University
In another success story, a student from Ghana, Elikem Joseph Kofi Ziorklui, has been elected as the President of the Graduate Students Senate (GSS) at Ohio University in the United States of America.
Ziorklui makes history as the first Ghanaian to occupy such a position since the inception of the prestigious university, according to a Facebook post by former British Broadcasting Corporation (BBC) Deputy Editor, Ben Dotsei Malor.
As President of the Graduate Students Senate, he will advance the interests, concerns, and needs of more than 5,000 Masters and PhD students.
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