INVENTIV HEALTH INC - FORM 10-Q

INVENTIV HEALTH INC - FORM 10-Q - November 13, 2015

Attached files

Attached files

INVENTIV HEALTH INC Reports

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EX-31.2 - EX-31.2 - INVENTIV HEALTH INC	d87284dex312.htm
EX-31.1 - EX-31.1 - INVENTIV HEALTH INC	d87284dex311.htm
EX-32.1 - EX-32.1 - INVENTIV HEALTH INC	d87284dex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission file number 000-30318

LOGO

INVENTIV HEALTH, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

52-2181734

(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1 VAN DE GRAAFF DRIVE

BURLINGTON, MASSACHUESETTS 01803

(Address of Principal Executive Offices, Including Zip Code)

(800) 416-0555

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Number of shares of the registrant’s Common Stock outstanding at November 6, 2015: 1,000

INVENTIV HEALTH, INC.

FORM 10-Q

TABLE OF CONTENTS


	Page
PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014		1

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014		2

Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2015 and 2014		3

Condensed Consolidated Statement of Stockholder’s Deficit for the Nine Months Ended September 30, 2015		4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014		5

Notes to Unaudited Condensed Consolidated Financial Statements		6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		28

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		43

ITEM 4. Controls and Procedures		43

PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings		44

ITEM 1A. Risk Factors		44

ITEM 4. Mine Safety Disclosures		44

ITEM 6. Exhibits		44

SIGNATURES		45

EXHIBIT INDEX		46

PART I. Financial Information

ITEM 1.

Condensed Consolidated Financial Statements (unaudited)

INVENTIV HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)


	September 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	80,006		$	57,059
Restricted cash		1,972			1,717
Accounts receivable, net of allowances for doubtful accounts of $4,764 and $4,143 at September 30, 2015 and December 31, 2014, respectively		308,048			302,847
Unbilled services		240,017			179,036
Prepaid expenses and other current assets		43,639			38,225
Income tax receivable		1,517			1,363
Current deferred tax assets		7,782			7,512

Total current assets		682,981			587,759
Property and equipment, net		129,770			121,859
Goodwill		930,026			931,787
Intangible assets, net		379,786			417,824
Non-current deferred tax assets		3,824			3,944
Deferred financing costs and other assets		79,346			91,262

Total assets	$	2,205,733		$	2,154,435

LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Current portion of capital lease obligations and other financing arrangements	$	19,390		$	16,265
Accrued payroll, accounts payable and accrued expenses		318,908			286,613
Income taxes payable		2,800			1,209
Deferred revenue and client advances		229,485			199,130

Total current liabilities		570,583			503,217
Capital lease obligations, net of current portion		36,007			29,324
Long-term debt, net of current portion		2,136,468			2,071,232
Non-current income tax liability		6,752			6,461
Deferred tax liability		84,575			77,232
Other non-current liabilities		70,581			80,756

Total liabilities		2,904,966			2,768,222

Commitments and contingencies (Note 8)
inVentiv Health, Inc. stockholder’s deficit:
Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding at September 30, 2015 and December 31, 2014, respectively		1			1
Additional paid-in-capital		572,010			569,863
Accumulated deficit		(1,239,672	)		(1,157,668	)
Accumulated other comprehensive loss		(32,994	)		(27,377	)

Total inVentiv Health, Inc. stockholder’s deficit		(700,655	)		(615,181	)
Noncontrolling interest		1,422			1,394

Total stockholder’s deficit		(699,233	)		(613,787	)

Total liabilities and stockholder’s deficit	$	2,205,733		$	2,154,435

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVENTIV HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
Net revenues	$	521,410		$	462,391		$	1,461,804		$	1,333,765
Reimbursed out-of-pocket expenses		87,931			62,460			238,331			182,815

Total revenues		609,341			524,851			1,700,135			1,516,580

Operating expenses:
Cost of revenues		336,753			302,389			946,320			869,359
Reimbursable out-of-pocket expenses		87,931			62,460			238,331			182,815
Selling, general and administrative expenses		140,738			140,853			424,375			425,189

Total operating expenses		565,422			505,702			1,609,026			1,477,363

Operating income (loss)		43,919			19,149			91,109			39,217
Loss on extinguishment of debt and refinancing costs		—			(10,062	)		—			(10,062	)
Interest expense		(57,330	)		(55,059	)		(170,935	)		(160,965	)
Interest income		36			71			58			293
Other income		11,318			—			11,318			—

Income (loss) before income tax (provision) benefit and income (loss) from equity investments		(2,057	)		(45,901	)		(68,450	)		(131,517	)
Income tax (provision) benefit		(4,395	)		(2,281	)		(11,661	)		(9,979	)

Income (loss) before income (loss) from equity investments		(6,452	)		(48,182	)		(80,111	)		(141,496	)
Income (loss) from equity investments		2			(34	)		(1,289	)		(270	)

Income (loss) from continuing operations		(6,450	)		(48,216	)		(81,400	)		(141,766	)
Net income (loss) from discontinued operations, net of tax		—			—			—			(8,163	)

Net income (loss)		(6,450	)		(48,216	)		(81,400	)		(149,929	)
Less: Net (income) loss attributable to the noncontrolling interest		(238	)		(9	)		(604	)		(529	)

Net income (loss) attributable to inVentiv Health, Inc.	$	(6,688	)	$	(48,225	)	$	(82,004	)	$	(150,458	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVENTIV HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
Net income (loss)	$	(6,450	)	$	(48,216	)	$	(81,400	)	$	(149,929	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(4,390	)		(11,274	)		(5,617	)		(8,584	)

Total other comprehensive income (loss)		(4,390	)		(11,274	)		(5,617	)		(8,584	)

Total comprehensive income (loss).		(10,840	)		(59,490	)		(87,017	)		(158,513	)

Less: Comprehensive (income) loss attributable to the noncontrolling interest		(238	)		(9	)		(604	)		(529	)

Comprehensive income (loss) attributable to inVentiv Health, Inc.	$	(11,078	)	$	(59,499	)	$	(87,621	)	$	(159,042	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVENTIV HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER’S DEFICIT

(in thousands)

(unaudited)


	Shares		Common Stock		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interest			Total
Balance at December 31, 2014		1	$	1	$	569,863	$	(1,157,668	)	$	(27,377	)	$	1,394		$	(613,787	)
Net income (loss)		—		—		—		(82,004	)		—			604			(81,400	)
Foreign currency translation adjustment		—		—		—		—			(5,617	)		—			(5,617	)
Stock-based compensation expense		—		—		2,147		—			—			—			2,147
Distributions to noncontrolling interest		—		—		—		—			—			(576	)		(576	)

Balance at September 30, 2015		1	$	1	$	572,010	$	(1,239,672	)	$	(32,994	)	$	1,422		$	(699,233	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVENTIV HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	For the Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities:
Net income (loss)	$	(81,400	)	$	(149,929	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Income) loss from discontinued operations, net of tax		—			8,163
Depreciation		34,838			29,191
Amortization of intangible assets		37,698			50,946
Amortization of deferred financing costs and original issue discount/premium		14,254			14,049
Payment-in-kind interest expense		48,418			7,774
Gain on sale of business		(11,318	)		—
(Gain) loss on sale of vehicles		(210	)		(636	)
Stock-based compensation expense		2,147			422
Loss on extinguishment of debt		—			3,537
Deferred taxes		7,069			6,696
Other non-cash adjustments		1,370			32
Changes in assets and liabilities, net
Accounts receivable, net		(12,316	)		(13,280	)
Unbilled services		(63,057	)		(32,505	)
Prepaid expenses and other current assets		(3,649	)		283
Accrued payroll, accounts payable and accrued expenses		40,216			(16,527	)
Net change in income tax receivable and non-current income tax liability		1,837			4,661
Deferred revenue and client advances		40,765			11,014
Other, net		(3,344	)		(2,737	)

Net cash provided by (used in) continuing operations		53,318			(78,846	)
Net cash provided by (used in) discontinued operations		—			(7,435	)

Net cash provided by (used in) operating activities		53,318			(86,281	)

Cash flows from investing activities:
Purchases of property and equipment		(28,619	)		(24,250	)
Proceeds from sale of business		10,691			—
Proceeds from vehicle sales		6,413			3,785
Proceeds from life insurance distribution		1,800			—
Return of (disbursements for) investments		224			(2,625	)
Other, net		4,983			3,206

Net cash provided by (used in) investing activities		(4,508	)		(19,884	)

Cash flows from financing activities:
Repayments on capital leases		(20,174	)		(12,205	)
Borrowings under line of credit		153,000			262,000
Repayment on line of credit		(153,000	)		(262,000	)
Payment on installment note related to acquisition		(1,750	)		(1,500	)
Proceeds from issuances of debt		—			50,000
Payment of debt issuance costs		(324	)		(2,319	)
Repayment of other financing arrangements		(2,527	)		(3,525	)
Other, net		(929	)		(430	)

Net cash provided by (used in) financing activities		(25,704	)		30,021

Effects of foreign currency exchange rate changes on cash		(159	)		(5,291	)

Net increase (decrease) in cash and cash equivalents		22,947			(81,435	)
Cash and cash equivalents, beginning of period		57,059			116,227

Cash and cash equivalents, end of period	$	80,006		$	34,792

Supplemental disclosure of cash flow information:
Cash paid for interest	$	104,987		$	153,749
Cash paid (refunded) for income taxes		2,200			(1,117	)
Supplemental disclosure of non-cash activities:
Issuance of Junior Lien Secured Notes for backstop fees		—			7,000
Vehicles acquired through capital lease agreements, net of transfers		32,302			25,329
Accrued capital expenditures		2,094			3,964

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVENTIV HEALTH, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

1.	Organization and Business

inVentiv Health, Inc. (“inVentiv”, or the “Company”) is a leading provider of outsourced services to the pharmaceutical, biotechnology, medical device and diagnostics, and healthcare industries. The Company is organized into two reportable business segments: Clinical and Commercial. The Company provides a broad range of clinical development and commercialization services that are critical to its clients’ ability to develop and successfully commercialize their products and services. The Company’s portfolio of services meets the varied needs of its clients, who are increasingly outsourcing both their clinical research and development activities, as well as their commercial activities. The Company serves more than 550 client organizations, including all of the 20 largest global pharmaceutical companies.

The Company’s service offerings reflect the changing needs of its clients as their products move from early clinical development through the late-stage development and regulatory approval processes and into product launch, and then throughout the post-launch product lifecycle. The Company has established expertise and leadership in providing the services its clients require at each of these stages and seeks to address their outsourced service needs on a comprehensive basis throughout the product life cycle through both standalone and integrated solutions.

On August 4, 2010, inVentiv Acquisition, Inc., an indirect, wholly owned subsidiary of inVentiv Group Holdings, Inc. (“Group Holdings” or “Parent”) merged with and into the Company (the “August 2010 Merger”). Group Holdings is controlled by affiliates of Thomas H. Lee Partners (“THL”), a global private investment and advisory firm, as well as certain co-investors, certain members of management and Liberty Lane IH LLC, a private equity investment firm (“Liberty Lane” and together with the private equity funds sponsored by THL, the management investors and the co-investors, the “Investors”).

On August 31, 2015, the Company sold inVentiv Patient Access Solutions (“IPAS”), an entity within the Company’s Commercial segment, resulting in a gain on sale of $11.3 million, which was recorded in other income. IPAS had net revenues of $11.9 million and $11.8 million for the nine months ended September 30, 2015 and 2014, respectively. The disposal of IPAS did not result in a strategic shift that has or will have a material impact on the Company’s consolidated financial position or results of operations.

2.	Basis of Presentation

The unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2015 are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), include the accounts of inVentiv Health, Inc. and its wholly owned subsidiaries. In addition, the Company consolidates the accounts of its 60% owned subsidiary and reflects the minority interest as a noncontrolling interest classified in equity. The Company has both equity and cost method investments in securities of certain privately held entities. Investments accounted for under the equity method are recorded at the amount of the Company’s investment and adjusted each period for the Company’s share of the investee’s income or loss. During the nine months ended September 30, 2015, the Company recognized a $1.3 million loss on dissolution of a joint venture accounted for under the equity method, which is included in income (loss) from equity investments. Investments accounted for under the cost method are recorded at the historical carrying value. The carrying value of both types of investments is recorded in deferred financing costs and other assets in the consolidated balance sheets and is immaterial. All intercompany transactions have been eliminated in consolidation.

The condensed consolidated financial statements as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 are unaudited, but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. They do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the 2014 audited consolidated financial statements and notes included in our prospectus dated August 5, 2015 on file with the U.S. Securities and Exchange Commission (SEC) relating to our Registration Statement on Form S-4 (File No. 333-197719). The results reported in these condensed consolidated financial statements should not necessarily be viewed as indicative of the results that may be expected for the entire year. The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

The unaudited condensed consolidated financial statements of the Company have been prepared in conformity with GAAP, which requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. The significant estimates made by the Company include the estimated forecast that is used in assessing the realizability of the Company’s deferred tax assets and assessing whether the fair value of intangible assets and goodwill exceed the related carrying value. In addition, the Company also makes significant estimates as it relates to revenue recognition, self-insurance reserves, including reserves for employee medical, automobile insurance and worker’s compensation. In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements.

3.	Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-03 (“ASU 2015-03”), Interest-Imputation of Interest (Subtopic 835-30) to simplify the presentation of debt issuance costs. ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt and not as a deferred charge presented in Deferred financing costs and other assets on the Company’s consolidated balance sheets. The recognition and measurement guidance for debt issuance costs are not affected by the new amendment. ASU 2015-03 will be applied on a retrospective basis and to each prior reporting period presented and is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. In August 2015, the FASB issued ASU 2015-15 to amend the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-15 will not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company is currently evaluating the impact of adopting ASU 2015-03 and ASU 2015-15 on the Company’s consolidated financial position and results of operations.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which provides guidance for revenue recognition (“ASU 2014-09”). ASU 2014-09 will supersede the revenue recognition requirements in Revenue Recognition (Topic 605), and most industry-specific guidance. In July 2015, the FASB deferred the effective date of the new revenue recognition standard by one year, and it is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted, but no earlier than the original effective date of January 1, 2017. The Company is currently evaluating the impact of adopting ASU 2014-09 on the Company’s consolidated financial position and results of operations.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). ASU 2014-08 changes the criteria for reporting a discontinued operation. Under ASU 2014-08, a disposal of a part of an organization that has (or will have) a major effect on its operations and financial results is a discontinued operation. ASU 2014-08 applies prospectively for all disposals or components of the Company’s business classified as held for sale during fiscal periods beginning after December 15, 2014. The adoption of ASU 2014-08 did not have a material impact on the Company’s consolidated financial position or results of operations, although the impact will depend on the extent of any future discontinued operations.

4.	Discontinued Operations

In 2012, the Company adopted plans to sell its small non-core medical management business within the Commercial segment, and subsequently abandoned this business in the second quarter of 2014.

The following table sets forth the results of the discontinued operations (in thousands):


	Nine Months Ended September 30, 2014
Net revenues	$	3,254
Pre-tax income (loss) from discontinued operations		(8,163	)
Income tax (provision) benefit from discontinued operations		—
Net income (loss) from discontinued operations		(8,163	)

5.	Goodwill

The following table sets forth the carrying amount of goodwill as of September 30, 2015 and December 31, 2014 (in thousands):


	Clinical			Commercial			Total
Net goodwill at December 31, 2014	$	382,316		$	549,471		$	931,787
Foreign currency translation		(79	)		(1,682	)		(1,761	)

Net goodwill at September 30, 2015	$	382,237		$	547,789		$	930,026

As of September 30, 2015 and December 31, 2014, the Company had accumulated goodwill impairment losses of $444.3 million.

6.	Intangible Assets

The following table sets forth the carrying amount of the Company’s intangible assets as of September 30, 2015 and December 31, 2014 (in thousands):


	September 30, 2015							December 31, 2014
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Customer relationships	$	404,042	$	(153,228	)	$	250,814	$	405,021	$	(128,510	)	$	276,511
Technology		27,561		(26,515	)		1,046		27,832		(23,442	)		4,390
Tradenames subject to amortization		24,206		(20,128	)		4,078		24,505		(18,513	)		5,992
Backlog		95,015		(87,434	)		7,581		95,015		(80,447	)		14,568
Other		1,020		(555	)		465		1,020		(465	)		555

Total finite-lived intangible assets		551,844		(287,860	)		263,984		553,393		(251,377	)		302,016
Tradenames not subject to amortization		115,802		—			115,802		115,808		—			115,808

Total intangible assets	$	667,646	$	(287,860	)	$	379,786	$	669,201	$	(251,377	)	$	417,824

Debt

The Company’s indebtedness is summarized as follows (in thousands):


	September 30, 2015		December 31, 2014
Senior Secured Credit Facilities:
Term Loan Facility B3 loans, due 2018	$	129,645	$	129,645
Term Loan Facility B4 loans, due 2018		445,694		445,694
Senior Secured Notes, due 2018		625,392		625,489
ABL Facility		—		—
Junior Lien Secured Notes, due 2018		564,291		500,265
Senior Notes, due 2018		371,446		370,139
International Facility		—		—
Capital leases and other financing arrangements		55,397		45,589

Total borrowings		2,191,865		2,116,821
Less: current portion of capital leases and other financing arrangements		19,390		16,265

Total long-term borrowings, net of current portion	$	2,172,475	$	2,100,556

At September 30, 2015, the Company had $575.3 million outstanding under the Senior Secured Credit Facilities, which consisted of $129.6 million under the B3 term loans and $445.7 million under the B4 term loans. The Company had $625.0 million outstanding under the Senior Secured Notes, excluding $0.4 million of unamortized premium received on issuance, and there were no outstanding borrowings under the ABL Facility (as defined below). The Company also had $564.3 million outstanding under the Junior Lien Secured Notes (as defined below), net of the $5.4 million original issuance discount (“OID”) that is to be accreted over the remaining term, and $371.4 million outstanding under the Senior Notes, net of the $4.9 million OID that is to be accreted over the remaining term. In addition, the Company had capitalized leases and other financing arrangements of $55.4 million outstanding as of September 30, 2015.

On July 1, 2015 one of the Company’s indirect subsidiaries in the United Kingdom entered into an asset-based lending facility (“International Facility”) for up to $20.0 million. The new facility includes a guaranty from inVentiv Health, Inc.’s indirect subsidiary in Switzerland. The borrower and guarantor for the new facility are not directly held by inVentiv Health, Inc. or any guarantor to its lending facilities in the U.S. This new facility will be used to enhance international cash management. At September 30, 2015, the Company had no outstanding borrowings under the International Facility.

On August 15, 2014, the Company consummated an exchange offer (the “Junior Lien Notes Exchange Offer”) with holders of its 10% Senior Notes due 2018 in which the Company issued $475.0 million aggregate principal amount of new 10%/12% Junior Lien Secured Notes due 2018 (the “Junior Lien Secured Notes”) in exchange for a like amount of the Company’s 10% Senior Notes due 2018. The Junior Lien Secured Notes permit up to six semi-annual interest payments to be settled through the issuance of additional Junior Lien Secured Notes. The interest rate with respect to the Junior Lien Secured Notes is a cash rate of 10% per annum and a payment-in-kind (“PIK”) rate of 12% per annum (“PIK Interest”). The Company paid interest on the Junior Lien Secured Notes for the periods commencing August 15, 2014 and February 15, 2015 in PIK Interest and elected to pay interest for the period commencing August 15, 2015 in PIK Interest.

As of September 30, 2015, the Company accrued 12% interest on the Junior Lien Secured Notes related to the August 15, 2015 PIK Interest election, which is included in other non-current liabilities, as such interest is required to be settled through the issuance of additional Junior Lien Secured Notes on the interest payment date. On August 12, 2014, in connection with the Junior Lien Notes Exchange Offer, affiliates of Thomas H. Lee Partners, L.P. and certain co-investors purchased $25.0 million of Junior Lien Secured Notes and $26.3 million of the Company’s 10% Senior Notes due 2018 for a total consideration of $50.0 million (the “New Money Investment”). The $26.3 million of 10% Senior Notes due 2018 were issued at a 5% discount to par value resulting in a $1.3 million discount that will be accreted over the related term using the effective interest method. Additionally, on August 15, 2014 the Company issued an additional $7.0 million of Junior Lien Secured Notes (the “Backstop Consideration”) to a group of holders of the Company’s 10% Senior Notes due 2018 as consideration for such holders’ agreement to tender the 10% Senior Notes due 2018 held by them into the Junior Lien Notes Exchange Offer.

In connection with the Junior Lien Notes Exchange Offer, the Company’s term loan facility and asset-backed revolving facility were amended on July 28, 2014 (the “Credit Agreement Amendments”) to permit the Junior Lien Notes Exchange Offer, the New Money Investment and the issuance of the Backstop Consideration and to extend the maturities of certain outstanding term loans from 2016 to 2018. The margin on the term loans increased by 0.25% when compared to the interest rates on the prior term loans. There was no net change in the outstanding principal balance of the term loans as a result of the modified terms. In connection with these transactions, the Company recognized a loss on extinguishment of debt and refinancing costs of approximately $10.1 million in the third quarter of 2014. The extinguishment of debt relates to the write-off of unamortized deferred borrowing costs associated with non-participating lenders and the refinancing costs represent the third party fees associated with the transactions that were deemed a modification as the terms of the new debt instruments were not substantially different than the prior instruments.

On August 16, 2013, the Company, Citibank, N.A. and certain financial institutions entered into a credit agreement for an asset-based revolving credit facility of up to $150.0 million (the “ABL Facility”), subject to borrowing base availability, which matures on August 16, 2018. Up to $35.0 million of the ABL Facility is available for the issuance of letters of credit. Amounts borrowed under the ABL Facility are subject to interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either (a) a base rate determined by reference to the highest of (i) the Federal Funds Rate plus .5%, (ii) the prime rate of Citibank, N.A., or (iii) the one month US Dollar LIBOR rate plus 1.0% or (b) the US Dollar LIBOR rate based on the term of the borrowing. The applicable margin percentage for revolving loans is a percentage per annum and ranges from 1.0% to 1.5% for Base Rate loans or 2.0% to 2.5% for the Eurodollar rate loans. The applicable margin percentages with respect to borrowings under the ABL Facility is subject to adjustments based on historical excess availability as defined in the credit agreement for the ABL Facility. As of September 30, 2015, the Company had no outstanding borrowings under its ABL facility and the interest rate applicable to any outstanding borrowings was 4.25% at September 30, 2015. The Company is required to pay an unused line fee on the committed but unutilized balance of the ABL Facility at a rate per annum of 0.25% or 0.375%, depending on utilization.

The ABL Facility contains customary covenants and restrictions on the Company and its subsidiaries’ activities, including but not limited to, limitations on the incurrence of additional indebtedness, use of cash in certain circumstances, dividends, repurchase of capital stock, investments, loans, asset sales, distributions and acquisitions. The ABL Facility requires the Company to maintain a fixed-charge coverage ratio of at least 1.0 to 1.0 and requires certain cash management restrictions, in each case, if available borrowing capacity is less than the greater of 10% of the maximum amount that can be borrowed under the ABL Facility, based on the borrowing base at such time, and $12.0 million. The requirement to maintain a minimum fixed-charge coverage ratio was not in effect given the Company’s available borrowing capacity as of September 30, 2015. All obligations under the ABL Facility are secured by the Company’s domestic subsidiaries and secured by a first priority lien on current assets of the Company and its domestic subsidiaries and a second priority lien on all other assets of the Company and its domestic subsidiaries. The credit agreement also contains events of default for breach of principal or interest payments, breach of certain representations and warranties, breach of covenants and other customary events of default. The available borrowing capacity varies monthly according to the levels of the Company’s eligible accounts receivable and unbilled receivables. As of September 30, 2015, the Company had no outstanding borrowings under the ABL Facility, approximately $18.4 million in letters of credit outstanding against the ABL Facility and would have been able to borrow up to an additional $131.6 million.

Cash Pooling

The Company and certain of its international subsidiaries participate in a notional cash pooling arrangement (“Cash Pool”) to help manage global liquidity requirements. The parties to the arrangement combine their cash balances in pooling accounts with the ability to set-off overdrafts to the bank against positive cash balances. Each subsidiary receives interest on the cash balances or pays interest on amounts owed. At September 30, 2015, the Company’s net cash position in the pool of $8.4 million, defined as the gross cash position in the pool of $100.3 million less borrowings of $91.9 million, is reflected as cash and cash equivalents in the condensed consolidated balance sheet.

Fair Value of Long-Term Debt

The carrying amounts and the estimated fair values of long-term debt as of September 30, 2015 and December 31, 2014 are as follows (in thousands):


	September 30, 2015				December 31, 2014
	Carrying value		Estimated fair value		Carrying value		Estimated fair value
Term Loan Facility	$	575,339	$	572,463	$	575,339	$	571,024
Senior Secured Notes		625,392		644,154		625,489		637,217
Junior Lien Secured Notes		564,291		560,764		500,265		463,370
Senior Notes		371,446		358,910		370,139		322,569

The fair value of long-term debt instruments is measured based on market values for debt issues with similar characteristics, such as maturities, credit ratings, collateral and interest rates available on the measurement dates for debt with similar terms (level 2 within the fair value hierarchy). The Company believes the carrying values for capital leases and other financing arrangements approximate their fair values.

8.	Contingencies

On October 31, 2013, Cel-Sci Corporation (Cel-Sci) (“Claimant”) made a demand for arbitration under a Master Services Agreement (the “MSA”), dated as of April 6, 2010 between Claimant and two of our subsidiaries, inVentiv Health Clinical, LLC (formerly known as PharmaNet, LLC) and PharmaNet GmbH (currently known as inVentiv Health Switzerland GmbH and formerly known as PharmaNet AG) (collectively, “PharmaNet”). Under the MSA and related project agreement, which were terminated by Claimant in April 2013, Claimant engaged PharmaNet in connection with a Phase III Clinical Trial of its investigational drug. The arbitration claim alleges (i) breach of contract, (ii) fraud in the inducement, and (iii) common law fraud on the part of PharmaNet, and seeks damages of at least $50 million. In December 2013, inVentiv Health Clinical, LLC filed a counterclaim against Claimant that alleges breach of contract and seeks at least $2 million in damages. The matter proceeded to the discovery phase. In January 2015, inVentiv Health Clinical, LLC filed additional counterclaims against Claimant that allege (i) breach of contract, (ii) opportunistic breach, restitution and unjust enrichment, and (iii) defamation, and seeks at least $2 million in damages and $20 million in other equitable remedies. A hearing is set for the first half of 2016. No assessment can be made at this time as to the likely outcome of this matter.

Other Matters

The Company is subject to lawsuits, investigations and claims arising out of the conduct of its business, including those related to commercial transactions, contracts, government regulation and employment matters. Certain claims, suits and complaints have been filed or are pending against the Company. In the opinion of management, taking into account the advice of legal counsel, no matters outstanding as of September 30, 2015 arising out of the conduct of the Company’s business are likely to have a material effect to the Company on an individual or aggregate basis.

9.	Concentration of Credit Risk

The Company’s receivables are concentrated with major pharmaceutical companies. Credit risk is managed through the monitoring of exposures with the Company’s customers. The Company does not require collateral or other security to support customer receivables. For the three months ended September 30, 2015, one customer accounted for approximately 11% of the Company’s consolidated net revenues. No customer accounted for 10% or more of the Company’s consolidated net revenues for the nine months ended September 30, 2015. For the three and nine months ended September 30, 2014, one customer accounted for approximately 11% of the Company’s consolidated net revenues. As of September 30, 2015, no customer accounted for 10% or more of the Company’s consolidated accounts receivable.

10.

Common Stock and Stock Incentive Plans

On July 2, 2015 the Company’s Board of Directors approved the grant of new option awards to eligible employees in exchange for certain outstanding restricted stock units granted under the Group Holdings’ equity incentive plan, on a one-for-one basis. Thirty-five percent of the options in the new award vest upon the passage of time and completion of a service requirement and sixty-five percent vests based upon achievement of certain specified performance targets and completion of a service requirement. Approximately 156,106 of the outstanding restricted stock units were exchanged in the program. The Company recognizes the fair value of the new option awards in compensation expense over the service period to the extent that vesting of the awards is considered probable.

11.

Termination Benefits and Other Cost Reduction Actions

The Company undertook certain cost containment measures in an effort to better align operating costs with market and business conditions. Expenses related to these actions, which include real estate consolidations, elimination of redundant functions and employees, were summarized below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Employee severance and related costs	$	4,117	$	1,976	$	10,241	$	8,947
Facilities-related costs		601		123		932		3,797

Total	$	4,718	$	2,099	$	11,173	$	12,744

For the three and nine months ended September 30, 2015 restructuring costs of $1.2 million and $4.2 million have been included in cost of revenues and $3.5 million and $7.0 million have been included in selling, general and administrative expenses (“SG&A expenses”), respectively. For the three and nine months ended September 30, 2014 restructuring costs of $1.2 million and $2.5 million have been included in cost of revenues and $0.9 million and $10.2 million have been included in SG&A expenses, respectively.

The following table summarizes the Company’s restructuring reserve as of September 30, 2015 and December 31, 2014 (in thousands):


	Balance at December 31, 2014		Net Costs		Cash Payments			Balance at September 30, 2015
Employee severance and related costs	$	5,145	$	10,241	$	(10,291	)	$	5,095
Facilities-related charges		7,098		932		(4,846	)		3,184

Total	$	12,243	$	11,173	$	(15,137	)	$	8,279

The Company expects that severance payments accrued at September 30, 2015 will be paid within the next twelve months. Certain facility costs will be paid over the remaining lease term of the exited facilities through 2019.

The net costs in the table above exclude non-cash charges of approximately $0.5 million for the nine months ended September 30, 2015 related to abandoned assets at certain facilities.

12.

Income Taxes

The Company accounts for income taxes at each interim period using its estimated annual effective tax rate. Discrete items and changes in the estimate of the annual effective tax rate are recorded in the period they occur. The consolidated effective tax rate was approximately (213.7%) and (5.0%) for the three months ended September 30, 2015 and 2014, respectively, and (17.0%) and (7.6%) for the nine months ended September 30, 2015 and 2014, respectively. The income tax provision for the three and nine months ended September 30, 2015 and 2014 reflects that the Company (i) continues to record a full valuation allowance for its domestic and certain foreign tax jurisdictions, (ii) records a tax provision for certain foreign and state jurisdictions which are generating earnings, and (iii) incurs taxable temporary differences related to the amortization of indefinite-lived intangible assets and goodwill.

The Company provides a valuation allowance to reduce deferred tax assets to their estimated realizable value if, based on the weight of all available evidence, it is not more likely than not that a portion or all of the deferred tax assets will be realized. The Company does not expect to record significant tax benefits on future domestic net operating losses until circumstances justify the recognition of such benefits.

As a result of the domestic valuation allowance, taxable temporary differences from the amortization of goodwill and indefinite-lived intangible assets are expected to result in $7.7 million of income tax expense for 2015, and are reflected in the Company’s estimated domestic annual effective tax rate. Goodwill and indefinite-lived intangible assets are amortized for income tax purposes, but not for financial statement reporting purposes. This difference results in net deferred income tax expense since the taxable temporary difference cannot be scheduled to reverse during the loss carryforward period. The Company will record tax expense related to the amortization of its tax deductible goodwill and indefinite-lived intangible assets during those future periods for which it maintains domestic valuation allowances, or until its estimated unamortized balance of $134.7 million at December 31, 2015 is fully amortized for tax purposes.

13.

Related Parties

Management Arrangements

Upon completion of the August 2010 Merger, the Company entered into a management agreement (“THL Management Agreement”) with THL Managers VI, LLC (“THL Managers”), in which THL Managers agreed to provide management services to the Company. Pursuant to the THL Management Agreement, THL Managers will receive an aggregate annual management fee in an amount per year equal to the greater of (a) $2.5 million or (b) 1.5% of EBITDA, as defined. In addition, the Company will reimburse out-of-pocket expenses incurred by THL Managers. The Company recognized $0.7 million in management fees for each of the three months ended September 30, 2015 and 2014, and $2.1 million for each of the nine months ended September 30, 2015 and 2014.

Upon completion of the August 2010 Merger, the Company entered into a management agreement with Liberty Lane, in which Liberty Lane agreed to provide management services to the Company. Mr. Meister, the Company’s former Chief Executive Officer, is affiliated with Liberty Lane. Pursuant to the agreement, Liberty Lane or its affiliates received an aggregate annual management fee in an amount per year equal to $1.0 million. On December 5, 2012, the agreement was amended to lower the per year management fee to $0.8 million beginning January 1, 2013. The agreement was terminated in the second quarter of 2015 with an effective date of September 24, 2014 to reflect Mr. Meister’s resignation as Chief Executive Officer. The Company incurred management fees of $0.2 million and $0.6 million for the three and nine months ended September 30, 2014.

Commercial Transactions

There were four entities for the three and nine months ended September 30, 2015 and 2014 in which THL or its affiliates held a 10% or greater interest that provided services exceeding $120,000 in value to the Company. The services included facilities management, audio conferencing and information technology services. The fees for these services were $1.2 million and $2.1 million for the three months ended September 30, 2015 and 2014, respectively, and $3.9 million and $4.4 million for the nine months ended September 30, 2015 and 2014, respectively.

One of the Company’s directors, Blane Walter, acquired a 10% or greater interest in and became a director of an entity in 2013 which provided relationship enterprise technology solutions to the Company exceeding $120,000 in value over the previous twelve month period. The services were provided for fees of $0.2 million for the three months ended September 30, 2014, and $1.8 million and $1.7 million for the nine months ended September 30, 2015 and 2014, respectively.

Debt Instruments

Affiliates of Thomas H. Lee Partners, L.P., Liberty Lane and Blane Walter purchased $25.0 million of Junior Lien Secured Notes and $26.3 million of the Company’s 10% Senior Notes due 2018 for a total consideration of $50.0 million as described in Note 7.

14.

Fair Value Measurements

The Company’s financial instruments include cash and cash equivalents, accounts receivables, unbilled services, accounts payable, short-term borrowings and current portion of capital leases and other financing arrangements as well as deferred revenues and client advances. Due to the short-term nature of such instruments, the Company believes their carrying values approximate fair value. Please refer to Note 7 for discussion of the Company’s debt instruments.

The Company’s contingent consideration obligations are the only instruments measured at fair value on a recurring basis. The contingent consideration is determined based upon significant inputs not observable in the market,

including the fair value and the Company’s best estimate as to the probable timing and amount of settlement. As of September 30, 2015, the contingent consideration obligations had an aggregate fair value of $1.4 million, which is included in accrued expenses and other non-current liabilities, resulting in a $0.4 million adjustment to decrease earnings for the nine months ended September 30, 2015, respectively.

15.

Segment Information

The Company is managed through two reportable segments, Clinical and Commercial. Each reportable business segment is comprised of multiple divisions and business units that, through their combination, create a fully integrated biopharmaceutical outsourced services provider. Clinical, which primarily serves pharmaceutical, biotechnology, diagnostic and medical device clients engaged in research and development, provides a continuum of services spanning phases I-IV of clinical development. Commercial, provides commercialization, patient outcomes and consulting services to the pharmaceutical, biotechnology and healthcare industries. In the fourth quarter of 2014, the Company realigned its segment reporting structure to reflect changes in its management structure. As a result of these changes, the Commercial segment includes the results of the consulting business, previously reported separately as the Consulting segment. Additionally, during 2014 certain business units previously reported under the Commercial segment were operationally moved into and are now reported under the Clinical segment, certain segment leadership costs previously included in Corporate and other were allocated to the Commercial segment and certain information technology costs previously allocated to the segments will remain in Corporate and other. As a result, previously reported segment information has been restated to conform to management’s current operating structure.

Management measures and evaluates the Company’s operating segments based on segment net revenue and adjusted operating income. The results of these reportable business segments are regularly reviewed by the Company’s chief operating decision maker, the Chief Executive Officer. Certain amounts that management considers to be non-operational are excluded from segment operating income because management evaluates the operating results of the segments excluding such charges. These items include depreciation and amortization; certain foreign currency impacts; net charges associated with acquisitions; certain legal charges, net of insurance recoveries; certain asset impairment charges; stock-based compensation; as well as corporate and other unallocated expenses. The corporate and other unallocated expenses primarily consist of expenses for corporate overhead functions such as finance, human resources, information technology, facilities and legal; restructuring and related charges; and certain expenses incurred in connection with the management agreements with affiliates of certain shareholders of the Parent. Although these amounts are excluded from segment operating income, as applicable, they are included in reported consolidated operating loss and in the reconciliations presented below. The Company has not presented segment assets since management does not evaluate the Company’s operating segments using this information.

In the third quarter of 2015, certain costs incurred in connection with an agreement to provide commercialization services to a pharmaceutical customer for launch of certain specified products in return for a royalty on the net sales which were previously reported in the Commercial segment were moved to Corporate. The Company moved these costs to Corporate to better reflect the role of the Corporate executive team in managing this client relationship. As a result, previously reported segment information has been restated to conform to this presentation.

Selected information for each reportable segment is as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net Revenues

Clinical	$	244,570		$	215,695		$	697,816		$	648,669
Commercial		279,147			248,242			773,155			689,989
Intersegment revenues		(2,307	)		(1,546	)		(9,167	)		(4,893	)

Consolidated net revenues	$	521,410		$	462,391		$	1,461,804		$	1,333,765

Adjusted Segment Operating Income (Loss)
Clinical	$	38,713		$	25,140		$	92,831		$	70,002
Commercial		46,312			35,146			121,177			87,313
Corporate and other		(10,908	)		(10,050	)		(29,842	)		(20,372	)

Reportable segments adjusted operating income (loss)		74,117			50,236			184,166			136,943
Depreciation and amortization		(23,625	)		(26,555	)		(72,536	)		(80,137	)
Stock-based compensation		(1,632	)		22			(2,147	)		(422	)
Other unallocated charges		(4,941	)		(4,554	)		(18,374	)		(17,167	)

Operating income (loss)	$	43,919		$	19,149		$	91,109		$	39,217
Loss on extinguishment of debt and refinancing costs		—			(10,062	)		—			(10,062	)
Interest income (expense), net		(57,294	)		(54,988	)		(170,877	)		(160,672	)
Other income		11,318			—			11,318			—

Income (loss) before income tax (provision) benefit and income (loss) from equity investments.	$	(2,057	)	$	(45,901	)	$	(68,450	)	$	(131,517	)

16.

Guarantor Financial Information

Borrowings under each of our Senior Secured Credit Facilities, ABL Facility, Senior Secured Notes, Junior Lien Secured Notes and Senior Notes are guaranteed by certain of the Company’s domestic wholly-owned subsidiaries. The guarantees are full and unconditional and joint and several. The Company’s Senior Secured Credit Facility, ABL Facility, Senior Secured Notes, Junior Lien Secured Notes and Senior Notes are not guaranteed by certain of the Company’s subsidiaries, including all of its non-U.S. subsidiaries or non-wholly owned subsidiaries. The following supplemental financial information sets forth, on a condensed consolidating basis, balance sheet information, results of operations, comprehensive loss and cash flow information for inVentiv Health, Inc., the Guarantor Subsidiaries and other subsidiaries (the “Non-Guarantor Subsidiaries”). The supplemental financial information reflects the investments of inVentiv Health, Inc.’s investment in the Guarantor Subsidiaries and Non-Guarantor Subsidiaries using the equity method of accounting.

Subsequent to the issuance of the June 30, 2015 consolidated financial statements, management determined that within the condensed consolidating statement of cash flows, certain intercompany transfers historically presented on a gross basis within operating, investing and financing activities represent centralized treasury activities that are more appropriately presented on a net basis within investing and financing activities between the respective parent, guarantor, and non guarantor entities. Additionally, the Company has recorded in Guarantor Subsidiaries approximately $575.3 million of long term debt as well as adjustments for debt-related accounts previously shown in the parent column, representing the co-obligator subsidiaries share of the Company’s outstanding term loan debt. The aforementioned items have been corrected in the condensed consolidating statements as of December 31, 2014 and for the three and nine months ended September 30, 2014. The corrections had no impact on the Company’s consolidated financial position, results of operations or cash flows.

16.

Guarantor Financial Information (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

At September 30, 2015

(in thousands, except share and per share amounts)


	inVentiv Health, Inc.			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	65,509		$	—	$	119,106	$	(104,609	)	$	80,006
Restricted cash		553			—		1,419		—			1,972
Accounts receivable, net of allowances for doubtful accounts		—			252,143		55,905		—			308,048
Unbilled services		—			196,521		43,496		—			240,017
Intercompany receivables		488,420			749,921		93,234		(1,331,575	)		—
Prepaid expenses and other current assets		8,541			15,111		19,987		—			43,639
Income tax receivable		85			502		930		—			1,517
Current deferred tax assets		259			12,198		1,586		(6,261	)		7,782

Total current assets		563,367			1,226,396		335,663		(1,442,445	)		682,981
Property and equipment, net		23,170			90,853		15,747		—			129,770
Goodwill		—			889,281		40,745		—			930,026
Intangible assets, net		—			373,101		6,685		—			379,786
Non-current deferred tax assets		—			—		3,824		—			3,824
Deferred financing costs and other assets		51,690			12,624		15,032		—			79,346
Non-current intercompany receivables		403,917			29,625		136		(433,678	)		—
Investment in consolidated subsidiaries		728,742			92,458		—		(821,200	)		—

Total assets	$	1,770,886		$	2,714,338	$	417,832	$	(2,697,323	)	$	2,205,733

LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Current portion of capital lease obligations and other financing arrangements	$	—		$	19,266	$	92,005	$	(91,881	)	$	19,390
Accrued payroll, accounts payable and accrued expenses		80,456			190,314		60,866		(12,728	)		318,908
Intercompany payables		809,634			501,879		20,062		(1,331,575	)		—
Income taxes payable		—			75		2,725		—			2,800
Deferred revenue and client advances		—			174,532		54,953		—			229,485

Total current liabilities		890,090			886,066		230,611		(1,436,184	)		570,583
Capital lease obligations, net of current portion		—			35,971		36		—			36,007
Long-term debt, net of current portion		1,560,129			576,339		—		—			2,136,468
Non-current income tax liability		—			5,543		1,209		—			6,752
Deferred tax liability		333			86,659		3,844		(6,261	)		84,575
Other non-current liabilities		20,989			31,362		18,230		—			70,581
Non-current intercompany liabilities		—			404,050		29,628		(433,678	)		—

Total liabilities		2,471,541			2,025,990		283,558		(1,876,123	)		2,904,966

Total inVentiv Health, Inc. stockholder’s deficit		(700,655	)		688,348		132,852		(821,200	)		(700,655	)
Noncontrolling interest		—			—		1,422		—			1,422

Total stockholder’s deficit		(700,655	)		688,348		134,274		(821,200	)		(699,233	)

Total liabilities and stockholder’s deficit	$	1,770,886		$	2,714,338	$	417,832	$	(2,697,323	)	$	2,205,733

16.

Guarantor Financial Information (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

At December 31, 2014

(in thousands, except share and per share amounts)


	inVentiv Health, Inc.			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	19,643		$	3,439	$	86,014	$	(52,037	)	$	57,059
Restricted cash		569			—		1,148		—			1,717
Accounts receivable, net of allowances for doubtful accounts		—			236,884		65,963		—			302,847
Unbilled services		—			138,100		40,936		—			179,036
Intercompany receivables		375,025			557,758		64,778		(997,561	)		—
Prepaid expenses and other current assets		5,301			12,181		20,743		—			38,225
Income tax receivable		—			310		1,053		—			1,363
Current deferred tax assets		259			12,198		1,316		(6,261	)		7,512

Total current assets		400,797			960,870		281,951		(1,055,859	)		587,759
Property and equipment, net		21,665			82,857		17,337		—			121,859
Goodwill		—			889,281		42,506		—			931,787
Intangible assets, net		—			410,059		7,765		—			417,824
Non-current deferred tax assets		—			—		3,944		—			3,944
Deferred financing costs and other assets		64,484			14,331		12,447		—			91,262
Non-current intercompany receivables		368,325			38,847		132		(407,304	)		—
Investment in consolidated subsidiaries		700,383			86,242		—		(786,625	)		—

Total assets	$	1,555,654		$	2,482,487	$	366,082	$	(2,249,788	)	$	2,154,435

LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Current portion of capital lease obligations and other financing arrangements	$	4,006		$	14,025	$	50,271	$	(52,037	)	$	16,265
Accrued payroll, accounts payable and accrued expenses		62,179			162,937		61,497		—			286,613
Intercompany payables		562,297			404,413		30,851		(997,561	)		—
Income taxes payable		222			—		987		—			1,209
Deferred revenue and client advances		—			150,709		48,421		—			199,130

Total current liabilities		628,704			732,084		192,027		(1,049,598	)		503,217
Capital lease obligations, net of current portion		—			29,126		198		—			29,324
Long-term debt, net of current portion		1,494,893			576,339		—		—			2,071,232
Non-current income tax liability		—			5,360		1,101		—			6,461
Deferred tax liability		333			80,860		2,300		(6,261	)		77,232
Other non-current liabilities		37,441			25,175		18,140		—			80,756
Non-current intercompany liabilities		9,464			368,457		29,383		(407,304	)		—

Total liabilities		2,170,835			1,817,401		243,149		(1,463,163	)		2,768,222

Total inVentiv Health, Inc. stockholder’s deficit		(615,181	)		665,086		121,539		(786,625	)		(615,181	)
Noncontrolling interest		—			—		1,394		—			1,394

Total stockholder’s deficit		(615,181	)		665,086		122,933		(786,625	)		(613,787	)

Total liabilities and stockholder’s deficit	$	1,555,654		$	2,482,487	$	366,082	$	(2,249,788	)	$	2,154,435

16.

Guarantor Financial Information (Continued)

CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2015

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	—		$	408,448		$	119,469		$	(6,507	)	$	521,410
Reimbursed out-of-pocket expenses		—			77,745			10,290			(104	)		87,931

Total revenues		—			486,193			129,759			(6,611	)		609,341

Operating expenses:
Cost of revenues		—			271,754			70,895			(5,896	)		336,753
Reimbursable out-of-pocket expenses		—			77,745			10,290			(104	)		87,931
Selling, general and administrative expenses		22,866			88,264			30,219			(611	)		140,738
Allocation of intercompany costs		(9,854	)		7,886			1,968			—			—

Total operating expenses		13,012			445,649			113,372			(6,611	)		565,422

Operating income (loss)		(13,012	)		40,544			16,387			—			43,919
Interest income (expense), net		(44,994	)		(12,445	)		145			—			(57,294	)
Other income		11,318			—			—			—			11,318
Intercompany interest income (expense)		12,342			(12,025	)		(317	)		—			—

Income (loss) before income tax (provision) benefit and income (loss) from equity investments		(34,346	)		16,074			16,215			—			(2,057	)

Income tax (provision) benefit		—			(1,488	)		(2,907	)		—			(4,395	)

Income (loss) before income (loss) from equity investments		(34,346	)		14,586			13,308			—			(6,452	)
Income (loss) from equity investments		27,658			10,728			—			(38,384	)		2

Net income (loss)		(6,688	)		25,314			13,308			(38,384	)		(6,450	)
Less: Net (income) loss attributable to the noncontrolling interest		—			—			(238	)		—			(238	)

Net income (loss) attributable to inVentiv Health, Inc.	$	(6,688	)	$	25,314		$	13,070		$	(38,384	)	$	(6,688	)

16.

Guarantor Financial Information (Continued)

CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2014

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	—		$	346,452		$	122,277		$	(6,338	)	$	462,391
Reimbursed out-of-pocket expenses		—			49,283			13,207			(30	)		62,460

Total revenues		—			395,735			135,484			(6,368	)		524,851

Operating expenses:
Cost of revenues		—			228,411			79,907			(5,929	)		302,389
Reimbursable out-of-pocket expenses		—			49,283			13,207			(30	)		62,460
Selling, general and administrative expenses		13,892			89,727			37,643			(409	)		140,853
Allocation of intercompany costs		(11,743	)		8,960			2,783			—			—

Total operating expenses		2,149			376,381			133,540			(6,368	)		505,702

Operating income (loss)		(2,149	)		19,354			1,944			—			19,149
Loss on extinguishment of debt and refinancing costs		(3,570	)		(6,492	)		—			—			(10,062	)
Interest income (expense), net		(42,273	)		(12,759	)		44			—			(54,988	)
Intercompany interest income (expense)		10,767			(10,157	)		(610	)		—			—

Income (loss) before income tax (provision) benefit and income (loss) from equity investments		(37,225	)		(10,054	)		1,378			—			(45,901	)

Income tax (provision) benefit		—			(893	)		(1,388	)		—			(2,281	)

Income (loss) before income (loss) from equity investments		(37,225	)		(10,947	)		(10	)		—			(48,182	)
Income (loss) from equity investments		(11,000	)		(286	)		—			11,252			(34	)

Net income (loss)		(48,225	)		(11,233	)		(10	)		11,252			(48,216	)
Less: Net (income) loss attributable to the noncontrolling interest		—			—			(9	)		—			(9	)

Net income (loss) attributable to inVentiv Health, Inc.	$	(48,225	)	$	(11,233	)	$	(19	)	$	11,252		$	(48,225	)

16.

Guarantor Financial Information (Continued)

CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2015

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	—		$	1,138,337		$	342,147		$	(18,680	)	$	1,461,804
Reimbursed out-of-pocket expenses		—			205,811			32,762			(242	)		238,331

Total revenues		—			1,344,148			374,909			(18,922	)		1,700,135

Operating expenses:
Cost of revenues		—			750,784			212,579			(17,043	)		946,320
Reimbursable out-of-pocket expenses		—			205,811			32,762			(242	)		238,331
Selling, general and administrative expenses		59,444			266,007			100,561			(1,637	)		424,375
Allocation of intercompany costs		(29,654	)		23,765			5,889			—			—

Total operating expenses		29,790			1,246,367			351,791			(18,922	)		1,609,026

Operating income (loss)		(29,790	)		97,781			23,118			—			91,109
Interest income (expense), net		(134,399	)		(36,892	)		414			—			(170,877	)
Other income		11,318			—			—			—			11,318
Intercompany interest income (expense)		35,265			(34,551	)		(714	)		—			—

Income (loss) before income tax (provision) benefit and income (loss) from equity investments		(117,606	)		26,338			22,818			—			(68,450	)

Income tax (provision) benefit		—			(6,113	)		(5,548	)		—			(11,661	)

Income (loss) before income (loss) from equity investments		(117,606	)		20,225			17,270			—			(80,111	)
Income (loss) from equity investments		35,602			11,382			—			(48,273	)		(1,289	)

Net income (loss)		(82,004	)		31,607			17,270			(48,273	)		(81,400	)
Less: Net (income) loss attributable to the noncontrolling interest		—			—			(604	)		—			(604	)

Net income (loss) attributable to inVentiv Health, Inc.	$	(82,004	)	$	31,607		$	16,666		$	(48,273	)	$	(82,004	)

16.

Guarantor Financial Information (Continued)

CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2014

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	—		$	989,307		$	376,158		$	(31,700	)	$	1,333,765
Reimbursed out-of-pocket expenses		—			143,347			39,739			(271	)		182,815

Total revenues		—			1,132,654			415,897			(31,971	)		1,516,580

Operating expenses:
Cost of revenues		—			656,655			242,731			(30,027	)		869,359
Reimbursable out-of-pocket expenses		—			143,347			39,739			(271	)		182,815
Selling, general and administrative expenses		31,693			282,328			112,841			(1,673	)		425,189
Allocation of intercompany costs		(35,229	)		26,853			8,376			—			—

Total operating expenses		(3,536	)		1,109,183			403,687			(31,971	)		1,477,363

Operating income (loss)		3,536			23,471			12,210			—			39,217
Loss on extinguishment of debt and refinancing costs		(3,570	)		(6,492	)		—			—			(10,062	)
Interest income (expense), net		(122,959	)		(38,000	)		287			—			(160,672	)
Intercompany interest income (expense)		31,265			(29,324	)		(1,941	)		—			—

Income (loss) before income tax (provision) benefit and income (loss) from equity investments		(91,728	)		(50,345	)		10,556			—			(131,517	)
Income tax (provision) benefit		(127	)		(6,584	)		(3,268	)		—			(9,979	)

Income (loss) before income (loss) from equity investments		(91,855	)		(56,929	)		7,288			—			(141,496	)
Income (loss) from equity investments		(58,603	)		3,617			—			54,716			(270	)

Income (loss) from continuing operations		(150,458	)		(53,312	)		7,288			54,716			(141,766	)
Net income (loss) from discontinued operations, net of tax		—			(8,163	)		—			—			(8,163	)

Net income (loss)		(150,458	)		(61,475	)		7,288			54,716			(149,929	)
Less: Net (income) loss attributable to the noncontrolling interest		—			—			(529	)		—			(529	)

Net income (loss) attributable to inVentiv Health, Inc.	$	(150,458	)	$	(61,475	)	$	6,759		$	54,716		$	(150,458	)

16.

Guarantor Financial Information (Continued)

CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Three Months Ended September 30, 2015

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net income (loss)	$	(6,688	)	$	25,314		$	13,308		$	(38,384	)	$	(6,450	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(4,390	)		(5,260	)		(3,272	)		8,532			(4,390	)

Total other comprehensive income (loss)		(4,390	)		(5,260	)		(3,272	)		8,532			(4,390	)

Total comprehensive income (loss)		(11,078	)		20,054			10,036			(29,852	)		(10,840	)
Less: Net (income) loss attributable to the noncontrolling interest		—			—			(238	)		—			(238	)

Total comprehensive income (loss) attributable to inVentiv Health, Inc.	$	(11,078	)	$	20,054		$	9,798		$	(29,852	)	$	(11,078	)

16.

Guarantor Financial Information (Continued)

CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Three Months Ended September 30, 2014

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Net income (loss)	$	(48,225	)	$	(11,233	)	$	(10	)	$	11,252	$	(48,216	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(11,274	)		(8,724	)		(8,611	)		17,335		(11,274	)

Total other comprehensive income (loss)		(11,274	)		(8,724	)		(8,611	)		17,335		(11,274	)

Total comprehensive income (loss)		(59,499	)		(19,957	)		(8,621	)		28,587		(59,490	)
Less: Net (income) loss attributable to the noncontrolling interest		—			—			(9	)		—		(9	)

Total comprehensive income (loss) attributable to inVentiv Health, Inc.	$	(59,499	)	$	(19,957	)	$	(8,630	)	$	28,587	$	(59,499	)

16.

Guarantor Financial Information (Continued)

CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Nine Months Ended September 30, 2015

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net income (loss)	$	(82,004	)	$	31,607		$	17,270		$	(48,273	)	$	(81,400	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(5,617	)		(5,582	)		(4,687	)		10,269			(5,617	)

Total other comprehensive income (loss)		(5,617	)		(5,582	)		(4,687	)		10,269			(5,617	)

Total comprehensive income (loss)		(87,621	)		26,025			12,583			(38,004	)		(87,017	)
Less: Net (income) loss attributable to the noncontrolling interest		—			—			(604	)		—			(604	)

Total comprehensive income (loss) attributable to inVentiv Health, Inc.	$	(87,621	)	$	26,025		$	11,979		$	(38,004	)	$	(87,621	)

16.

Guarantor Financial Information (Continued)

CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Nine Months Ended September 30, 2014

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Net income (loss)	$	(150,458	)	$	(61,475	)	$	7,288		$	54,716	$	(149,929	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(8,584	)		(7,382	)		(7,459	)		14,841		(8,584	)

Total other comprehensive income (loss)		(8,584	)		(7,382	)		(7,459	)		14,841		(8,584	)

Total comprehensive income (loss)		(159,042	)		(68,857	)		(171	)		69,557		(158,513	)
Less: Net (income) loss attributable to the noncontrolling interest		—			—			(529	)		—		(529	)

Total comprehensive income (loss) attributable to inVentiv Health, Inc.	$	(159,042	)	$	(68,857	)	$	(700	)	$	69,557	$	(159,042	)

16.

Guarantor Financial Information (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2015

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor– Subsidiaries			Eliminations			Total
Cash flows from operating activities:

Net cash provided by (used in) operating activities	$	(113,073	)	$	141,330		$	37,789		$	(12,728	)	$	53,318

Cash flows from investing activities:
Purchases of property and equipment		(8,530	)		(15,292	)		(4,797	)		—			(28,619	)
Proceeds from sale of business		10,691			—			—			—			10,691
Proceeds from vehicle sales		—			6,413			—			—			6,413
Proceeds from life insurance distribution		1,800			—			—			—			1,800
Return of (disbursements for) investments		224			—			—			—			224
Intercompany transfers		159,339			3,408			—			(162,747	)		—
Other, net		17			5,271			(305	)		—			4,983

Net cash provided by (used in) investing activities		163,541			(200	)		(5,102	)		(162,747	)		(4,508	)

Cash flows from financing activities:
Repayments on capital leases		—			(19,863	)		(311	)		—			(20,174	)
Borrowings under line of credit		153,000			—			—			—			153,000
Repayments on line of credit		(153,000	)		—			—			—			(153,000	)
Payment on installment note related to acquisition		(1,750	)		—			—			—			(1,750	)
Payment of debt issuance costs		(324	)		—			—			—			(324	)
Repayment of other financing arrangements		(2,175	)		(352	)		—			—			(2,527	)
Intercompany transfers		—			(124,354	)		1,451			122,903			—
Other, net		(353	)		—			(576	)		—			(929	)

Net cash provided by (used in) financing activities		(4,602	)		(144,569	)		564			122,903			(25,704	)

Effects of foreign currency exchange rate changes on cash		—			—			(159	)		—			(159	)

Net increase (decrease) in cash and cash equivalents		45,866			(3,439	)		33,092			(52,572	)		22,947
Cash and cash equivalents, beginning of period		19,643			3,439			86,014			(52,037	)		57,059

Cash and cash equivalents, end of period	$	65,509		$	—		$	119,106		$	(104,609	)	$	80,006

16.

Guarantor Financial Information (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2014

(in thousands)


	inVentiv Health, Inc.			Guarantor Subsidiaries			Non- Guarantor– Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	(143,327	)	$	60,391		$	4,090		$	—		$	(78,846	)
Net cash provided by (used in) discontinued operations		—			(7,435	)		—			—			(7,435	)

Net cash provided by (used in) operating activities		(143,327	)		52,956			4,090			—			(86,281	)

Cash flows from investing activities:
Purchases of property and equipment		(9,760	)		(10,115	)		(4,375	)		—			(24,250	)
Proceeds from vehicle sales		—			3,785			—			—			3,785
Return of (disbursements for) investments		(2,625	)		—			—			—			(2,625	)
Intercompany transfers		86,267			25,568			—			(111,835	)		—
Other, net		(62	)		3,268			—			—			3,206

Net cash provided by (used in) investing activities		73,820			22,506			(4,375	)		(111,835	)		(19,884	)

Cash flows from financing activities:
Repayments on capital leases		—			(12,073	)		(132	)		—			(12,205	)
Borrowings under line of credit		262,000			—			—			—			262,000
Repayments on line of credit		(262,000	)		—			—			—			(262,000	)
Payment on installment note related to acquisition		(1,500	)		—			—			—			(1,500	)
Proceeds from issuances of debt		50,000			—			—			—			50,000
Payments of debt issuance costs		(2,319	)		—			—			—			(2,319	)
Repayment of debt and other financing arrangements		(2,821	)		(704	)		—			—			(3,525	)
Intercompany transfers		—			(75,654	)		1,817			73,837			—
Other, net		154			—			(584	)		—			(430	)

Net cash provided by (used in) financing activities		43,514			(88,431	)		1,101			73,837			30,021

Effects of foreign currency exchange rate changes on cash		—			—			(5,291	)		—			(5,291	)

Net increase (decrease) in cash and cash equivalents		(25,993	)		(12,969	)		(4,475	)		(37,998	)		(81,435	)
Cash and cash equivalents, beginning of period		33,176			19,838			98,457			(35,244	)		116,227

Cash and cash equivalents, end of period	$	7,183		$	6,869		$	93,982		$	(73,242	)	$	34,792

ITEM 2.

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 together with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report. The following discussion and analysis of our financial condition and results of operations contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in this Quarterly Report. Actual results may differ materially from those contained in any forward-looking statement. The terms “inVentiv,” “Company,” “we,” “us” and “our” refer to inVentiv Health, Inc. and its consolidated subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE

This Quarterly Report contains “forward-looking statements.” The forward-looking statements are only predictions and provide our current expectations or forecasts of future events and financial performance and may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, though the absence of these words does not necessarily mean that a statement is not forward-looking.

Forward-looking statements are subject to many risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially include economic, business, competitive, market, regulatory and other factors and risks, such as:

•

our business strategy, outlook, objectives, plans, intentions and goals;

•

our estimates regarding our liquidity, capital expenditures and sources of both, and our ability to fund our operations and planned capital expenditures for the foreseeable future;

•

our belief that our growth and success will depend on our ability to continue to enhance the quality of our existing services, serve our clients throughout the evolution of a product, and to introduce new services on a timely and cost-effective basis, integrate new services with existing services, increase penetration with existing customers and recruit, motivate and retain qualified personnel;

•

our expectations that pharmaceutical and biotechnology companies will increasingly outsource their clinical research, staffing, sales teams, advertising, marketing, sales, promotional, recruiting, patient initiatives and compliance and other services we offer;

•

our belief that our clients are looking for service providers with global capabilities;

•

our expectations regarding our pursuit of additional debt or equity sources to finance our internal growth initiatives or acquisitions;

•

our expectations regarding the impact of our acquisitions;

•

our expectations regarding the synergies or cost savings related to our acquisitions;

•

our expectations regarding the level of research and development spending by pharmaceutical and biotechnology companies; and

•

our expectations regarding the impact of the adoption of certain accounting standards.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

•

the impact of our substantial level of indebtedness on our ability to generate sufficient cash to fulfill our obligations under our existing debt instruments or our ability to incur additional indebtedness;

•

the impact of customer project delays, cancellations and terminations;

•

our ability to sufficiently increase our revenues and manage expenses and capital expenditures to permit us to fund our operations;

•

our ability to continue to comply with the covenants and terms of our debt instruments and to access sufficient capital under our credit agreement or from other sources of debt or equity financing to fund our operations;

•

the impact of any future acquisitions;

•

our ability to successfully identify new businesses to acquire, conclude acquisition negotiations and integrate the acquired businesses into our operations, and achieve the resulting synergies;

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the impact of any change in our current credit ratings or the ratings of our debt securities on our relationships with customers, vendors and other third parties;

•

the impact of any additional leverage we may incur on our ratings and the ratings of our debt securities;

•

the impact of any default by any of our credit providers;

•

our ability to accurately forecast costs to be incurred in providing services under fixed price contracts;

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our ability to accurately forecast insurance claims within our self-insured programs;

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the potential impact on pharmaceutical and biotechnology companies, including pricing pressures, from healthcare reform initiatives or from changes in the reimbursement policies of third-party payers;

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our ability to grow our existing client relationships, obtain new clients and cross-sell our services;

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the potential impact of financial, economic, political and other risks, including interest rate and exchange rate risks, related to conducting business internationally;

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our ability to successfully operate new lines of business;

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our ability to manage our infrastructure and resources to support our growth including through outsourced service providers;

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any disruptions, impairments, or malfunctions affecting software as well as excessive costs or delays that may adversely impact our continued investment in and development of software;

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the potential impact of government regulation on us and our clients;

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our ability to comply with all applicable laws as well as our ability to successfully adapt to any changes in applicable laws on a timely and cost effective basis;

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our ability to recruit, motivate and retain qualified personnel;

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the impact of impairment of goodwill and intangible assets and the factors leading to such impairments;

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consolidation in the pharmaceutical and biotechnology industry;

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changes in trends in the healthcare, pharmaceutical and biotechnology industries or outsourcing, including initiatives by our clients to perform services we offer internally;

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our ability to convert backlog into revenue;

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the potential liability associated with injury to clinical trial participants;

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the impact of the adoption of certain accounting standards; and

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our ability to maintain technological advantages in a variety of functional areas, including sales force automation, electronic claims surveillance and patient compliance.

These risks should be considered along with the “Risk Factors” outlined in our prospectus dated August 5, 2015 on file with the SEC relating to our Registration Statement on Form S-4 (File No. 333-197719). Except to the extent required by applicable laws or rules, we do not undertake to update any forward-looking statements or to publicly announce revisions to any of the forward-looking statements, whether as a result of new information, future events or otherwise.

Our Business

We are a leading provider of outsourced services to the pharmaceutical, biotechnology, medical device and diagnostics, and healthcare industries. We provide a broad range of clinical development and commercialization services that are critical to our clients’ ability to develop and successfully commercialize their products and services. Our portfolio of services meets the varied needs of our clients, who are increasingly outsourcing both their clinical research and development activities, as well as their sales and marketing activities.

Our broad range of services and our global scale, represented by approximately 14,000 employees supporting clients in more than 70 countries, allow us to serve as a critical strategic partner for pharmaceutical, biotechnology, medical device and diagnostics, and healthcare companies seeking support in a rapidly changing regulatory and commercial environment. We serve more than 550 client organizations, including all of the 20 largest global pharmaceutical companies.

On August 31, 2015, we sold inVentiv Patient Access Solutions (“IPAS”), an entity within our Commercial segment, resulting in a gain on sale of $11.3 million, which was recorded in other income. IPAS had net revenues of $11.9 million and $11.8 million for the nine months ended September 30, 2015 and 2014, respectively. The disposal of IPAS did not result in a strategic shift that has or will have a material impact on our consolidated financial position or results of operations.

Acquisitions

Our acquisitions have historically been made at prices above the fair value of the acquired identifiable net assets, resulting in goodwill, due to the expectations of the synergies that will be realized by combining the businesses. These synergies include the elimination of redundant facilities, functions and staffing, the use of our existing infrastructure to expand revenue of the acquired businesses’ service offerings and the use of the commercial infrastructure of the acquired businesses to cost effectively expand revenue of our service offerings.

Acquisitions have been accounted for as business combinations using the acquisition method of accounting and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition. Acquisition related costs are included in selling, general and administrative expenses (“SG&A”) in the consolidated statements of operations. Allocation of the purchase price for acquisitions was based on estimates of the fair value of the net assets acquired, and is subject to adjustment upon finalization of the purchase price allocation. The final purchase price allocations may differ materially from the preliminary estimates. In addition, new information about facts and circumstances as of the acquisition date that arises may result in retrospective adjustment to the consolidated statements of operations in the period of acquisition. There were no acquisitions completed in 2014 and through September 30, 2015.

Acquisition Integration

We have undertaken certain activities to integrate our acquisitions that we believe will result in cost savings or synergies over the medium term from combining the businesses. These synergies include elimination of redundant facilities, functions and employees, use of our existing infrastructure to expand revenue of the acquired businesses’ service offerings and use of the commercial infrastructure of the acquired businesses to cost effectively expand revenue of our service offerings. These integration activities involve risks, particularly in the early stages, and expected savings and synergies may not occur immediately following the transaction, or at all.

As a result of the manner in which we financed these acquisitions, we have a substantial amount of indebtedness. Our substantial indebtedness and the terms thereof, including covenants and other operating restrictions, combined with our other financial obligations, contractual commitments and near-term trends affecting our business, could have important consequences for holders of our outstanding notes.

The risks related to the integration of our acquisitions and the additional leverage we have incurred in connection therewith include those outlined under “Cautionary Statement Regarding Forward-Looking Disclosure” and “Risk Factors” outlined in our prospectus dated August 5, 2015 on file with the SEC relating to our Registration Statement on Form S-4 (File No. 333-197719).

Discontinued Operations

In 2012, we adopted a plan to sell our small non-core medical management business within the Commercial segment, and subsequently abandoned this business in the second quarter of 2014.

The results of this business have been classified and presented as discontinued operations in the accompanying consolidated financial statements. The results of operations of this business are included in net loss from discontinued operations in the consolidated statements of operations for all periods presented. The cash flows of this business are also presented separately in our consolidated statements of cash flows. We did not recognize any losses associated with this business for the three months ended September 30, 2014. We recognized losses, net of tax, of $8.2 million for the nine months ended September 30, 2014.

Business Segments

We are organized into two reportable business segments: Clinical and Commercial. Each reportable business segment is comprised of multiple businesses that are also referred to as “business units,” that when combined establish us as a fully integrated biopharmaceutical services provider.

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Clinical. inVentiv Health Clinical is a top-tier global contract research organization (“CRO”). Our comprehensive offerings include clinical trial support for Phase I (investigational drug testing on a limited number of individuals) through Phase IV (post-marketing approval testing on a significantly larger number of individuals) clinical trials, as well as functional outsourcing, recruiting and staffing services to assist clients in the clinical development of pharmaceutical, biotechnology, medical device and diagnostic products. The scale of our Clinical segment allows us to customize our services to projects of any size, from small, early-phase studies to complex, multinational late-stage trials.

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Commercial. inVentiv Health Commercial is a recognized provider of comprehensive sales and marketing programs and management consulting services to the pharmaceutical, biotechnology and healthcare industries. Our selling solution services include outsourced sales teams, support services and non-personal engagement solutions to help our clients accelerate the commercialization of their products. Our communications services include a broad array of advertising and public relations commercialization services. Our patient outcomes services include patient compliance, analytics, patient support programs and patient education. Our consulting services’ expertise extends across a broad range of functions and disciplines, which is critical for strategic, cross-functional initiatives, including brand management, clinical development, commercial effectiveness, corporate development, medical affairs, pricing and market access, education and training, and market research and analytics.

In the fourth quarter of 2014, we realigned the segment reporting structure to reflect changes in our management structure. As a result of these changes, the Commercial segment includes the results of the consulting business, previously reported separately as the Consulting segment. Additionally, during 2014 certain small business units previously reported under the Commercial segment were operationally moved into and are now reported under the Clinical segment, certain segment leadership costs previously included in Corporate and other were allocated to the Commercial segment and certain information technology costs previously allocated to the segments will remain in Corporate and other. Our financial statements reflect the new reporting structure with prior periods adjusted accordingly.

In the third quarter of 2015, certain costs incurred in connection with an agreement to provide commercialization services to a pharmaceutical customer for launch of certain specified products in return for a royalty on the net sales which were previously reported in the Commercial segment were moved to Corporate. We moved these costs to Corporate to better reflect the role of the Corporate executive team in managing this client relationship. As a result, previously reported segment information has been restated to conform to this presentation.

Material Trends Affecting our Business

Our business is related significantly to the clinical development and commercialization efforts of pharmaceutical and biotechnology companies and depends upon the degree to which these companies outsource services that have traditionally been performed internally. Increased competition among pharmaceutical and biotechnology companies as a result of patent expirations, market acceptance of generic drugs and efforts by governmental agencies and privately managed care organizations to reduce healthcare costs have also added to pricing pressures.

We aggressively pursue opportunities to enhance our business and market share with clients who seek the efficiencies and cost savings that can be attained by consolidating their outsourcing programs with a smaller number of larger high quality providers. We believe the pressures on our clients to reduce costs are likely to drive decisions to outsource a greater scope of commercialization and clinical development services, thereby increasing the overall size of the markets in which we operate. We believe that this business model will continue and be adopted by many companies, from early development stage companies to large well-established growth companies.

While pharmaceutical industry consolidation is likely to impact providers of outsourced clinical and commercialization services, we believe that the total number of clients and functional areas we cover will continue to expand. Our engagements with our larger clients are typically dispersed across different functional areas of the client organization, and serviced across our two reportable business segments. These services are subject to review by different decision makers within client organizations.

A significant component of our growth strategy has been the addition of business units through acquisitions. We have and will continue to seek to address the need to offer additional services through acquisitions of other companies. We believe these acquisitions should result in cost savings and synergies, however, we may experience difficulties in completing the integration processes, as well as delays in the expected benefits in the short term, as a significant portion of the integration effort is concentrated in the periods leading up to and immediately following the acquisitions. The impact of the delays could exceed the benefits of cost savings and synergies in the short term.

Across all segments of the business, our engagements are typically comprised of numerous projects. The timing of project starts and completions are subject to various factors. Certain parts of our Clinical segment, the full service business, have been and may continue to be negatively impacted by project delays. In addition, project start delays and wind downs, including downsizings and conversions of sales teams, have impacted our selling solution services and communications businesses, which are part of our Commercial segment. We have and will continue to take certain steps to enhance our new business development efforts and reduce operating expenses through cost savings to help mitigate the impact of lower than anticipated revenue levels. These steps may not necessarily be sufficient to offset the impact on our financial results of any revenue shortfall in near term quarterly periods and additional steps may be required.

Critical Accounting Policies

Our critical accounting policies are described in our prospectus dated August 5, 2015 on file with the SEC relating to our Registration Statement on Form S-4 (File No. 333-197719). There have been no material changes, updates or revisions to our critical accounting policies.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-03 (“ASU 2015-03”), Interest-Imputation of Interest (Subtopic 835-30) to simplify the presentation of debt issuance costs. ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt and not as a deferred charge presented in Deferred financing costs and other assets on our consolidated balance sheets. The recognition and measurement guidance for debt issuance costs are not affected by the new amendment. ASU 2015-03 will be applied on a retrospective basis and to each prior reporting period presented and is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. In August 2015, the FASB issued ASU 2015-15 to amend the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-15 will not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We are currently evaluating the impact of adopting ASU 2015-03 on our consolidated financial position and results of operations.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which provides guidance for revenue recognition (“ASU 2014-09”). ASU 2014-09 will supersede the revenue recognition requirements in Revenue Recognition (Topic 605), and most industry-specific guidance. In July 2015, the FASB deferred the effective date of the new revenue recognition standard by one year, and it is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted, but no earlier than the original effective date of January 1, 2017. We are currently evaluating the impact of adopting ASU 2014-09 on our consolidated financial position and results of operations.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). ASU 2014-08 changes the criteria for reporting a discontinued operation. Under ASU 2014-08, a disposal of a part of an organization that has (or will have) a major effect on its operations and financial results is a discontinued operation. ASU 2014-08 applies prospectively for all disposals or components of our business classified as held for sale during fiscal periods beginning after December 15, 2014. The adoption of ASU 2014-08 did not have a material impact on our consolidated financial position or results of operations, although the impact will depend on the extent of any future discontinued operations.

Results of Continuing Operations

Three Months Ended September 30, 2015 versus Three Months Ended September 30, 2014

Net revenues


	For the Three Months Ended September 30,												Change
(in millions, except percentages)	2015			% of Total			2014			% of Total			$			%
Net revenues:
Clinical	$	244.5			46.7	%	$	215.7			46.5	%	$	28.8			13.4	%
Commercial		279.2			53.3	%		248.2			53.5	%		31.0			12.5	%
Inter-segment eliminations		(2.3	)		—			(1.5	)		—			(0.8	)		—

Net revenues	$	521.4			100.0	%	$	462.4			100.0	%	$	59.0			12.8	%

Net revenues increased approximately $59.0 million to $521.4 million for the three months ended September 30, 2015, an increase of 12.8% from $462.4 million for the three months ended September 30, 2014, due to an increase in net revenues in our Clinical and Commercial segments. Foreign currency exchange rate fluctuations resulted in a decrease of approximately $13.3 million in net revenues for the three months ended September 30, 2015.

Clinical net revenues were $244.5 million for the three months ended September 30, 2015 compared to $215.7 million for the three months ended September 30, 2014. The increase is primarily attributed to growth in our full service business. Foreign currency exchange rate fluctuations resulted in a decrease of approximately $9.5 million in net revenues for the three months ended September 30, 2015.

Commercial net revenues increased approximately $31.0 million, or 12.5%, to $279.2 million for the three months ended September 30, 2015 from $248.2 million for the three months ended September 30, 2014. The increase primarily reflects growth in our selling solution services business from new project wins, partially offset by a decrease in our patient outcomes business. Foreign currency exchange rate fluctuations resulted in a decrease of approximately $3.8 million in net revenues for the three months ended September 30, 2015.

Cost of revenues


	For the Three Months Ended September 30,												Change						Gross Margin
(in millions, except percentages)	2015			% of Net Revenues			2014			% of Net Revenues			$			%			2015			2014
Cost of revenues:
Clinical	$	150.9			61.7	%	$	137.4			63.7	%	$	13.5			9.8	%		38.3	%		36.3	%
Commercial		186.1			66.7	%		166.0			66.9	%		20.1			12.1	%		33.3	%		33.1	%
Corporate and other		1.5			—			0.2			—			1.3			650.0	%		—			—
Inter-segment eliminations		(1.8	)		—			(1.2	)		—			(0.6	)		—			—			—

Cost of revenues	$	336.7			64.6	%	$	302.4			65.4	%	$	34.3			11.3	%		35.4	%		34.6	%

Cost of revenues increased $34.3 million, or 11.3%, to $336.7 million for the three months ended September 30, 2015 from $302.4 million for the three months ended September 30, 2014, due to increases in our Clinical and Commercial segments. Our cost of revenues consists primarily of payroll-related costs of client-serving personnel and internal support staff, third-party service providers, postage and freight, travel and certain facilities costs. Gross margin increased to 35.4% from 34.6% for the three months ended September 30, 2015 and 2014, respectively.

Clinical cost of revenues increased $13.5 million, or 9.8%, to $150.9 million for the three months ended September 30, 2015 from $137.4 million for the three months ended September 30, 2014. The increase primarily reflects the higher volume in our full service business, which is attributed to the increase in gross margin to 38.3% compared to 36.3% for the three months ended September 30, 2014.

Commercial cost of revenues increased $20.1 million, or 12.1%, to $186.1 million for the three months ended September 30, 2015 from $166.0 million for the three months ended September 30, 2014. The increase is primarily due to higher volume of revenue activity in our selling solution services business, partially offset by decreased costs in our patient outcomes and communications businesses. Gross margin was 33.3% and 33.1% for the three months ended September 30, 2015 and 2014, respectively.

Corporate and other includes costs incurred in connection with an agreement to provide commercialization services to a pharmaceutical customer for launch of certain specified products in return for a royalty on the net sales which were previously reported in the Commercial segment. We moved these costs to Corporate to better reflect the role of the Corporate executive team in managing this client relationship. As a result, previously reported segment information has been restated to conform to this presentation.

Selling, General and Administrative (SG&A)


	For the Three Months Ended September 30,										Change
(in millions, except percentages)	2015		% of Net Revenues			2014		% of Net Revenues			$			%
SG&A:
Clinical	$	66.6		27.2	%	$	66.6		30.9	%	$	—			—
Commercial		61.4		22.0	%		61.9		24.9	%		(0.5	)		(0.8	%)
Corporate and other		12.7		2.4	%		12.4		2.7	%		0.3			2.4	%

Total SG&A	$	140.7		27.0	%	$	140.9		30.5	%	$	(0.2	)		(0.1	%)

SG&A expenses decreased $0.2 million, or 0.1%, to $140.7 million for the three months ended September 30, 2015 from $140.9 million for the three months ended September 30, 2014, primarily due to decreases in our Commercial segment SG&A expenses, partially offset by an increase in SG&A in our Corporate and other.

Clinical SG&A expense was $66.6 million for the three months ended September 30, 2015 and 2014. SG&A expenses remained consistent, primarily due to lower depreciation and amortization, partially offset by higher severance costs and information technology investments.

Commercial SG&A expense decreased $0.5 million, or 0.8%, to $61.4 million for the three months ended September 30, 2015 from $61.9 million for the three months ended September 30, 2014. The decrease in SG&A for our Commercial segment is primarily due to lower professional service fees and less depreciation and amortization, partially offset by higher compensation related costs.

Corporate and other SG&A expense increased $0.3 million, or 2.4%, to $12.7 million for the three months ended September 30, 2015 from $12.4 million for the three months ended September 30, 2014. The increase is primarily due to higher compensation related costs, partially offset by lower professional service fees and information technology investments.

Loss on Extinguishment of Debt and Refinancing Costs


	For the Three Months Ended September 30,
(in millions)	2015		2014
Loss on extinguishment of debt and refinancing costs	$	—	$	10.1

For the three months ended September 30, 2014, we recognized a loss on extinguishment of debt and refinancing costs of approximately $10.1 million related to the August 15, 2014 exchange offer. The extinguishment of debt relates to the write-off of unamortized deferred borrowing costs associated with non-participating lenders and the refinancing costs represent third party fees associated with the transactions that were deemed a modification as the terms of the new debt instruments were not substantially different than the prior instruments. See Note 7 to the Unaudited Condensed Consolidated Financial Statements provided herewith.

Interest Expense, Net


	For the Three Months Ended September 30,
(in millions)	2015		2014
Interest expense, net	$	57.3	$	55.0

Interest expense, net increased $2.3 million to $57.3 million for the three months ended September 30, 2015 from $55.0 million for the three months ended September 30, 2014. The higher interest expense reflects both a higher average debt balance and higher average interest rates for the three months ended September 30, 2015 compared to the

three months ended September 30, 2014 as a result of the August 15, 2014 exchange offer. Interest expense includes non-cash debt issuance costs and bond discount/premium amortization of $4.8 million and $4.7 million, for the three months ended September 30, 2015 and 2014, respectively, and penalty interest on the Senior Notes of $0.4 million and $1.4 million, for the three months ended September 30, 2015 and 2014, respectively.

(Provision) Benefit for Income Taxes


	For the Three Months Ended September 30,
(in millions except percentages)	2015			Effective Tax Rate			2014			Effective Tax Rate
(Provision) benefit for income taxes	$	(4.4	)		(213.7	%)	$	(2.3	)		(5.0	%)

We account for income taxes at each interim period using our estimated annual effective tax rate. Discrete items and changes in the estimate of the annual effective tax rate are recorded in the period they occur. The consolidated effective tax rate was (213.7%) and (5.0%) for the three months ended September 30, 2015 and 2014, respectively. The income tax provision for the three months ended September 30, 2015 and 2014 reflects that we (i) continue to record a full valuation allowance for its domestic and certain foreign tax jurisdictions, (ii) record a tax provision for certain foreign and state jurisdictions which are generating earnings, and (iii) incur taxable temporary differences related to the amortization of indefinite-lived intangible assets and goodwill.

We provide for a valuation allowance to reduce deferred tax assets to their estimated realizable value if, based on the weight of all available evidence, it is not more likely than not that a portion or all of the deferred tax assets will be realized. We do not expect to record significant tax benefits on future domestic net operating losses until circumstances justify the recognition of such benefits.

As a result of the domestic valuation allowance, taxable temporary differences from the amortization of goodwill and indefinite-lived intangible assets are expected to result in $7.7 million of income tax expense for 2015, and are reflected in our estimated domestic annual effective tax rate. Goodwill and indefinite-lived intangible assets are amortized for income tax purposes, but not for financial statement reporting purposes. This difference results in net deferred income tax expense since the taxable temporary difference cannot be scheduled to reverse during the loss carryforward period. We will record tax expense related to the amortization of our tax deductible goodwill and indefinite-lived intangible assets during those future periods for which we maintain domestic valuation allowances, or until our estimated unamortized balance of $134.7 million at December 31, 2015 is fully amortized for tax purposes.

Nine Months Ended September 30, 2015 versus Nine Months Ended September 30, 2014

Net revenues


	For the Nine Months Ended September 30,												Change
(in millions, except percentages)	2015			% of Total			2014			% of Total			$			%
Net revenues:
Clinical	$	697.8			47.4	%	$	648.7			48.5	%	$	49.1			7.6	%
Commercial		773.2			52.6	%		690.0			51.5	%		83.2			12.1	%
Inter-segment eliminations		(9.2	)		—			(4.9	)		—			(4.3	)		—

Net revenues	$	1,461.8			100.0	%	$	1,333.8			100.0	%	$	128.0			9.6	%

Net revenues increased approximately $128.0 million to $1,461.8 million for the nine months ended September 30, 2015, an increase of 9.6% from $1,333.8 million for the nine months ended September 30, 2014, due to an increase in net revenues in our Clinical and Commercial segments. Foreign currency exchange rate fluctuations resulted in a decrease of approximately $39.0 million in net revenues for the nine months ended September 30, 2015.

Clinical net revenues were $697.8 million for the nine months ended September 30, 2015 compared to $648.7 million for the nine months ended September 30, 2014. This is primarily attributed to increases in the full service business, partially offset by a decrease in our strategic resourcing business. Foreign currency exchange rate fluctuations resulted in a decrease of approximately $26.9 million in net revenues for the nine months ended September 30, 2015.

Commercial net revenues increased approximately $83.2 million, or 12.1%, to $773.2 million for the nine months ended September 30, 2015 from $690.0 million for the nine months ended September 30, 2014. The increase primarily reflects growth in our selling solution services business from new project wins, partially offset by a decrease in our patient outcomes business. Foreign currency exchange rate fluctuations resulted in a decrease of approximately $12.1 million in net revenues for the nine months ended September 30, 2015.

Cost of revenues


	For the Nine Months Ended September 30,												Change						Gross Margin
(in millions, except percentages)	2015			% of Net Revenues			2014			% of Net Revenues			$			%			2015			2014
Cost of revenues:
Clinical	$	437.8			62.7	%	$	416.5			64.2	%	$	21.3			5.1	%		37.3	%		35.8	%
Commercial		512.9			66.3	%		456.5			66.2	%		56.4			12.4	%		33.7	%		33.8	%
Corporate and other		2.8			—			0.4			—			2.4			600.0	%		—			—
Inter-segment eliminations		(7.2	)		—			(4.0	)		—			(3.2	)		—			—			—

Cost of revenues	$	946.3			64.7	%	$	869.4			65.2	%	$	76.9			8.8	%		35.3	%		34.8	%

Cost of revenues increased $76.9 million, or 8.8%, to $946.3 million for the nine months ended September 30, 2015 from $869.4 million for the nine months ended September 30, 2014, due to increases in our Clinical and Commercial segments. Our cost of revenues consists primarily of payroll-related costs of client-serving personnel and internal support staff, third-party service providers, postage and freight, travel and certain facilities costs. Gross margin increased to 35.3% for the nine months ended September 30, 2015 compared to 34.8% in 2014.

Clinical cost of revenues increased $21.3 million, or 5.1%, to $437.8 million for the nine months ended September 30, 2015 from $416.5 million for the nine months ended September 30, 2014. The increase primarily reflects the higher volume in our full service business, which is attributed to the increase in gross margin to 37.3% compared to 35.8% for the nine months ended September 30, 2014.

Commercial cost of revenues increased $56.4 million, or 12.4%, to $512.9 million for the nine months ended September 30, 2015 from $456.5 million for the nine months ended September 30, 2014. The increase is primarily due to higher volume of revenue activity in our selling solution services business, partially offset by decreased costs in our patient outcomes and communications businesses. Gross margin decreased to 33.7% for the nine months ended September 30, 2015 from 33.8% for the nine months ended September 30, 2014 largely due to services mix.

Selling, General and Administrative (SG&A)


	For the Nine Months Ended September 30,										Change
(in millions, except percentages)	2015		% of Net Revenues			2014		% of Net Revenues			$			%
SG&A:
Clinical	$	200.7		28.8	%	$	212.8		32.8	%	$	(12.1	)		(5.7	%)
Commercial		186.7		24.1	%		184.7		26.8	%		2.0			1.1	%
Corporate and other		36.9		2.5	%		27.7		2.1	%		9.2			33.2	%

Total SG&A	$	424.3		29.0	%	$	425.2		31.9	%	$	(0.9	)		(0.2	%)

SG&A expenses decreased $0.9 million, or 0.2%, to $424.3 million for the nine months ended September 30, 2015 from $425.2 million for the nine months ended September 30, 2014, due to decreases in our Clinical segment SG&A expenses, partially offset by an increase in SG&A in our Commercial segment and Corporate and other.

Clinical SG&A expense decreased $12.1 million, or 5.7%, to $200.7 million for the nine months ended September 30, 2015 from $212.8 million for the nine months ended September 30, 2014. The decrease is primarily due to lower depreciation and amortization and savings from facility optimization, partially offset by an increase in information technology investments.

Commercial SG&A expense increased $2.0 million, or 1.1%, to $186.7 million for the nine months ended September 30, 2015 from $184.7 million for the nine months ended September 30, 2014. The increase in SG&A for our Commercial segment is primarily due to higher compensation related costs, partially offset by lower professional service fees.

Corporate and other SG&A expense increased $9.2 million, or 33.2%, to $36.9 million for the nine months ended September 30, 2015 from $27.7 million for the nine months ended September 30, 2014. The increase is primarily due to higher compensation related costs, partially offset by lower professional service fees and information technology investments.

Loss on Extinguishment of Debt and Refinancing Costs


	For the Nine Months Ended September 30,
(in millions)	2015		2014
Loss on extinguishment of debt and refinancing costs	$	—	$	10.1

For the nine months ended September 30, 2014, we recognized a loss on extinguishment of debt and refinancing costs of approximately $10.1 million related to the August 15, 2014 exchange offer. The extinguishment of debt relates to the write-off of unamortized deferred borrowing costs associated with non-participating lenders and the refinancing costs represent third party fees associated with the transactions that were deemed a modification as the terms of the new debt instruments were not substantially different than the prior instruments. See Note 7 to the Unaudited Condensed Consolidated Financial Statements provided herewith.

Interest Expense, Net


	For the Nine Months Ended September 30,
(in millions)	2015		2014
Interest expense, net	$	170.9	$	160.7

Interest expense, net increased $10.2 million to $170.9 million for the nine months ended September 30, 2015 from $160.7 million for the nine months ended September 30, 2014. The higher interest expense reflects both a higher average debt balance and higher average interest rates for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 as a result of the August 15, 2014 exchange offer. Interest expense includes non-cash debt issuance costs and bond discount/premium amortization of $14.3 million and $14.0 million, for the nine months ended September 30, 2015 and 2014, respectively, and penalty interest on the Senior Notes of $2.2 million and $5.6 million, for the nine months ended September 30, 2015 and 2014, respectively.

(Provision) Benefit for Income Taxes


	For the Nine Months Ended September 30,
(in millions except percentages)	2015			Effective Tax Rate			2014			Effective Tax Rate
(Provision) benefit for income taxes	$	(11.7	)		(17.0	%)	$	(10.0	)		(7.6	%)

We account for income taxes at each interim period using our estimated annual effective tax rate. Discrete items and changes in the estimate of the annual effective tax rate are recorded in the period they occur. The consolidated effective tax rate was (17.0%) and (7.6%) for the nine months ended September 30, 2015 and 2014, respectively. The income tax provision for the nine months ended September 30, 2015 and 2014 reflects that we (i) continue to record a full valuation allowance for its domestic and certain foreign tax jurisdictions, (ii) record a tax provision for certain foreign and state jurisdictions which are generating earnings, and (iii) incur taxable temporary differences related to the amortization of indefinite-lived intangible assets and goodwill.

amortized for income tax purposes, but not for financial statement reporting purposes. This difference results in net deferred income tax expense since the taxable temporary difference cannot be scheduled to reverse during the loss carryforward period. We will record tax expense related to the amortization of our tax deductible goodwill and indefinite-lived intangible assets during those future periods for which we maintain domestic valuation allowances, or until our estimated unamortized balance of $134.7 million at December 31, 2015 is fully amortized for tax purposes.

Financial Condition, Liquidity and Capital Resources

We finance our operations, growth and business acquisitions with cash flow from operations and borrowings under our credit facilities. Investing activities primarily reflect the costs of acquisitions and capital expenditures. As of September 30, 2015 and December 31, 2014, we had unrestricted cash and cash equivalents of $80.0 million and $57.1 million, respectively. As of September 30, 2015, approximately $14.5 million is held by non U.S. subsidiaries and may be remitted without materially impacting future tax provisions.

Net Financial Liabilities, as shown below:


(in millions)	September 30, 2015			December 31, 2014
Financial assets:
Cash and cash equivalents	$	80.0		$	57.1
Restricted cash		2.0			1.7

Total financial assets		82.0			58.8
Financial liabilities:
Current portion of capital leases and other financing arrangements		19.4			16.3
Long-term portion of Term Loan Facility		575.3			575.3
Senior Secured Notes		625.4			625.5
ABL Facility		—			—
Junior Lien Secured Notes		564.3			500.3
Senior Notes		371.4			370.1
International Facility		—			—
Long-term portion of capital leases		36.0			29.3

Total debt		2,191.8			2,116.8

Net financial liabilities	$	(2,109.8	)	$	(2,058.0	)

Cash Flows


	For the Nine Months Ended September 30,
	2015			2014
Cash provided by (used in) continuing operations:
Operating activities	$	53.3		$	(78.8	)
Investing activities		(4.5	)		(19.9	)
Financing activities		(25.7	)		30.0

For the Nine Months Ended September 30, 2015 versus 2014

Cash provided by operating activities from continuing operations was $53.3 million for the nine months ended September 30, 2015, compared to cash used in operating activities from continuing operations of $78.8 million for the nine months ended September 30, 2014. The increase in cash provided by operations for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 was primarily due to a reduction in cash paid for interest, growth in the business and timing of cash flows associated with certain accruals and other liabilities.

Cash used in investing activities was $4.5 million for the nine months ended September 30, 2015 compared to $19.9 million for the nine months ended September 30, 2014. For the nine months ended September 30, 2015, the primary use of cash related to our purchase of property and equipment, partially offset by proceeds from the sale of a business, and our fleet vehicle sales. For the nine months ended September 30, 2014, the primary use of cash related to our purchase of property and equipment, partially offset by proceeds from our fleet vehicle sales.

Cash used in financing activities was $25.7 million for the nine months ended September 30, 2015, compared to cash provided by financing activities of $30.0 million for the nine months ended September 30, 2014. Cash used for the nine months ended September 30, 2015 primarily reflects payments on our capital lease obligations and other financing arrangements and partial settlement of an installment note related to our 2011 Campbell acquisition. Cash provided by financing activities for the nine months ended September 30, 2014 primarily reflects proceeds from issuance of debt, partially offset by payments on our capital lease obligations and other financing arrangements, payment of debt issuance costs and partial settlement of an installment note related to our 2011 Campbell acquisition.

Long-term Debt and Credit Facility

At September 30, 2015, we had $575.3 million outstanding under the Senior Secured Credit Facilities, which consisted of $129.6 million under the B3 term loans and $445.7 million under the B4 term loans. We had $625.0 million outstanding under the Senior Secured Notes, excluding $0.4 million of unamortized premium received on issuance, and there were no outstanding borrowings under the ABL Facility (as defined below). We also had $564.3 million outstanding under the Junior Lien Secured Notes (as defined below), net of the $5.4 million original issuance discount (“OID”) that is to be accreted over the remaining term, and $371.4 million outstanding under the Senior Notes, net of the $4.9 million OID that is to be accreted over the remaining term. In addition, we had capitalized leases and other financing arrangements of $55.4 million outstanding as of September 30, 2015.

On August 15, 2014, we consummated an exchange offer (the “Junior Lien Notes Exchange Offer”) with holders of our 10% Senior Notes due 2018 in which we issued $475.0 million aggregate principal amount of new 10%/12% Junior Lien Secured Notes due 2018 (the “Junior Lien Secured Notes”) in exchange for a like amount of our 10% Senior Notes due 2018. The Junior Lien Secured Notes permit up to six semi-annual interest payments to be settled through the issuance of additional Junior Lien Secured Notes. We paid interest on the Junior Lien Secured Notes for the periods commencing August 15, 2014 and February 15, 2015 in PIK interest and elected to pay interest for the period commencing August 15, 2015 in PIK Interest.

The interest rate with respect to the Junior Lien Secured Notes is a cash rate of 10% per annum and a payment-in-kind (“PIK”) rate of 12% per annum (“PIK Interest”). As of September 30, 2015, we accrued 12% interest on the Junior Lien Secured Notes, which is included in other non-current liabilities as such interest is required to be settled through the issuance of additional Junior Lien Secured Notes. On August 12, 2014, in connection with the Junior Lien Notes Exchange Offer, affiliates of Thomas H. Lee Partners, L.P. and certain co-investors purchased $25 million of Junior Lien Secured Notes and $26.3 million of our 10% Senior Notes due 2018 for a total consideration of $50.0 million (the “New Money Investment”). The $26.3 million of 10% Senior Notes due 2018 were issued at a 5% discount to par value resulting in a $1.3 million discount that will be accreted over the related term using the effective interest method. Additionally, on August 15, 2014 we issued an additional $7.0 million of Junior Lien Secured Notes (the “Backstop Consideration”) to a group of holders of our 10% Senior Notes due 2018 as consideration for such holders’ agreement to tender the 10% Senior Notes due 2018 held by them into the Junior Lien Notes Exchange Offer. In connection with the Junior Lien Notes Exchange Offer, our term loan facility and asset-backed revolving facility were amended on July 28, 2014 (the “Credit Agreement Amendments”) to permit the Junior Lien Notes Exchange Offer, the New Money Investment and the issuance of the Backstop Consideration and to extend the maturities of certain outstanding term loans from 2016 to 2018. The margin on the term loans increased by 0.25% when compared to the interest rates on the prior term loans. There was no net change in the outstanding principal balance of the term loans as a result of the modified terms.

Senior Secured Credit Facilities

Borrowings under the Senior Secured Credit Facilities are secured by a senior lien on all of our and our domestic subsidiaries’ assets on par with the lien granted to the holders of our Senior Secured Notes and subject to a first priority lien on the current assets pledged pursuant to the ABL Facility. Amounts borrowed under the Senior Secured Credit Facilities are subject to interest at a rate per annum equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the highest of (i) the prime rate of Citibank, N.A., (ii) 2.5%, or (iii) the one month US Dollar LIBOR rate plus 1.0% or (b) a rate determined by reference to the highest of (i) the US Dollar LIBOR rate based on the term of the borrowing or (ii) 1.50%. As noted above, on July 28, 2014, we amended the Senior Secured Credit Facilities to extend the maturity date of the B1-2 loans to May 2018 from August 2016 by replacing the B1-2 loans with new B4 loans. All of our outstanding term loans issued pursuant to the Senior Secured Credit Facilities now mature in May 2018. As of September 30, 2015 and December 31, 2014, margins on the Senior Secured term B3 loans were 6.25% for Eurodollar Rate loans and 5.25% for Base Rate loans. As of September 30, 2015 and December 31, 2014, margins on Senior Secured term B4 loans were 6.25% for Eurodollar Rate loans and 5.25% for Base Rate loans.

Asset Based Revolving Credit Facility

On August 16, 2013, we, Citibank, N.A. and certain financial institutions entered into a credit agreement for an asset-based revolving credit facility (the “ABL Facility”) which replaced the revolving credit facility that was previously part of the Senior Credit Facilities.

Our Asset Based Revolving Credit Facility (the “ABL Facility”) contains customary covenants and restrictions on our and our subsidiaries’ activities, including but not limited to, limitations on the incurrence of additional indebtedness, liens, use of cash in certain circumstances, dividends, repurchase of capital stock, investments, loans, asset sales, distributions and acquisitions. The ABL Facility requires us to maintain a fixed-charge coverage ratio of at least 1.0 to 1.0 and requires certain cash management restrictions, in each case, if available borrowing capacity is less than the greater of 10% of the maximum amount that can be borrowed under the ABL Facility, accounting for the borrowing base at such time, and $12.0 million. The requirement to maintain a minimum fixed-charge coverage ratio was not in effect given our available borrowing capacity as of September 30, 2015. All obligations under the ABL Facility are secured by our wholly owned domestic subsidiaries (with certain agreed upon exceptions) and secured by a first priority lien on our and such domestic subsidiaries’ current assets and a second priority lien on all of our and such domestic subsidiaries’ other assets. The credit agreement governing our ABL Facility also contains events of default for breach of principal or interest payments, breach of certain representations and warranties, breach of covenants and other customary events of default. The available borrowing capacity varies monthly according to the levels of our eligible accounts receivable and unbilled receivables. We periodically borrow from the ABL facility to finance our temporary working capital needs. As of September 30, 2015, we had no outstanding borrowings under our ABL Facility, approximately $18.4 million in letters of credit outstanding against the ABL Facility and we would have been able to borrow up to an additional $131.6 million.

Amounts borrowed under the ABL Facility are subject to interest at a rate per annum equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the prime rate of Citibank, N.A., or (iii) the one month US Dollar LIBOR rate plus 1.0% or (b) the US Dollar LIBOR rate based on the term of the borrowing. The applicable margin percentage for asset based revolving loans is a percentage per annum and range from 1.0% to 1.5% for base rate loans or 2.0% to 2.5% for Eurodollar rate loans. The applicable margin percentage with respect to borrowings under the ABL Facility is subject to adjustments based on historical excess availability. As of September 30, 2015, the interest rate applicable to any outstanding borrowings under the ABL Facility was 4.25%.

We are also required to pay an unused line fee to the lenders under the ABL Facility on the committed but unutilized balance of the facility at a rate of 0.25% or 0.375% per annum, depending on utilization.

9% Senior Secured Notes due 2018

On December 13, 2013, we issued an additional $25 million of aggregate principal amount of 9.0% Senior Secured Notes due 2018. The additional notes were issued at a 2.5% premium, have the same terms and are treated as single series with the previously issued $600 million Senior Secured Notes.

Our $625.0 million Senior Secured Notes (reflected as $0.4 million inclusive of original issuance premium at September 30, 2015) bear interest at a rate of 9.0% per annum and mature on January 15, 2018. Interest on the Senior Secured Notes is payable semi-annually on April 15 and October 15 of each year. The Senior Secured Notes are secured by a senior lien on all assets of the Company and its domestic subsidiaries on par with the lien granted pursuant to the Senior Secured Credit Facilities and subject to a first priority lien on the current assets pledged pursuant to the ABL Facility. The Senior Secured Notes are our and the guarantors’ secured senior obligations and rank equally in right of payment with all of our and the guarantors’ existing and future unsubordinated secured indebtedness and senior to any of our and the guarantors’ future subordinated indebtedness, if any. We are not obligated to file a registration statement related to the Senior Secured Notes.

10%/12% Junior Lien Secured Notes due 2018

In August 2014, we issued $507.0 million aggregate principal amount of our Junior Lien Secured Notes (reflected as $564.3 million net of OID at September 30, 2015). Our Junior Lien Secured Notes bear interest at a cash rate of 10% per annum and a PIK rate of 12% per annum and mature on August 15, 2018. Interest on the Junior Lien Secured Notes is payable semi-annually in arrears on February 15 and August 15 of each year. We may elect to pay interest by increasing the amount of the Junior Lien Secured Notes by issuing additional Junior Lien Secured Notes for

six interest payment periods in the aggregate. The Junior Lien Secured Notes are guaranteed, on a junior lien basis, by each of our domestic wholly-owned subsidiaries. All obligations under the Junior Lien Secured Notes, and the guarantees of those obligations, are secured on a junior lien basis by our assets and the assets of our subsidiary guarantors that secure the obligations under our Senior Secured Credit Facilities and ABL Facility. The Junior Lien Secured Notes are our and the guarantors’ secured senior obligations and rank equally in right of payments with all of our and the guarantors’ existing and future unsubordinated indebtedness and senior to any of our and the guarantors’ future subordinated indebtedness, if any. We are not obligated to file a registration statement related to the Junior Lien Secured Notes.

10% Senior Notes due 2018

As a result of the Junior Lien Notes Exchange Offer and the New Money Investment, we had $376.3 million in Senior Notes (reflected as $371.4 million net of OID) outstanding as of September 30, 2015. The Senior Notes bear interest at a rate of 10.0% per annum and mature on August 15, 2018. Interest on the Senior Notes is payable semi-annually on February 15 and August 15 of each year. The Senior Notes are guaranteed, on an unsecured senior basis, by each of our domestic wholly-owned subsidiaries. The Senior Notes are our and the guarantors’ unsecured senior obligations and rank equally in right of payment with all of our and the guarantors’ existing and future unsubordinated unsecured indebtedness and senior to any of our and the guarantors’ future subordinated indebtedness, if any.

We entered into registration rights agreements in connection with the issuances of the Senior Notes. Under the registration rights agreement with respect to the notes issued on August 4, 2010 in connection with the August 2010 Merger, we agreed to use reasonable best efforts to file a registration statement related to the exchange of such notes for exchange notes with the SEC on or prior to the 270th day after August 4, 2010, to cause such registration statement to become effective under the Securities Act on or prior to the earlier of the 90th day following such filing or the 360th day after August 4, 2010, and to consummate the exchange offer on or prior to the 30th day after effectiveness. The registration rights agreement provides that additional interest will accrue on the principal amount of the notes at a rate of 0.25% per annum during the 90-day period immediately following the first to occur of these events and will increase by 0.25% per annum at the end of each subsequent 90-day period until all such defaults are cured, but in no event will the penalty rate exceed 1.00% per annum. The registration rights agreements with respect to the additional notes issued on June 10, 2011 and July 13, 2011 contain similar requirements. We registered the Senior Notes on August 5, 2015 with the Securities and Exchange Commission. As a result of such registration and completion of the subsequent exchange offer for the notes, the obligation to pay additional interest on $185.5 million of the notes issued in 2010 ceased on August 5, 2015 and the obligation to pay additional interest on $164.5 million of notes issued in 2011 ceased on September 3, 2015.

International Facility

On July 1, 2015 one of our indirect subsidiaries in the United Kingdom entered into an asset-based lending facility for up to $20.0 million. The new facility includes a guaranty from inVentiv Health, Inc.’s indirect subsidiary in Switzerland. The borrower and guarantor for the new facility are not directly held by inVentiv Health, Inc. or any guarantor to its lending facilities in the U.S. This new facility will be used to enhance international cash management. At September 30, 2015, we had no outstanding borrowings under the International Facility.

Non-Guarantor Subsidiaries

Our Senior Secured Credit Facilities, ABL Facility, Senior Secured Notes, Junior Lien Secured Notes and Senior Notes are not guaranteed by certain of our subsidiaries, including all of our non-U.S. subsidiaries or non-wholly owned subsidiaries. Accordingly, claims of holders of the notes and lenders under our Senior Secured Credit Facilities will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon liquidation or otherwise, to us or a guarantor of our indebtedness. For supplemental financial information relating to our guarantor subsidiaries and non-guarantor subsidiaries, see Note 16 to the Consolidated Financial Statements provided herewith.

Anticipated Cash Requirements

Our primary cash needs are for operating expenses, such as salaries and fringe benefits, hiring and recruiting, business development and facilities, business acquisitions, capital expenditures, and repayment of principal and interest on our borrowings. Our principal source of cash is from the performance of services under contracts with our clients. If we were unable to generate new contracts with existing and new clients, if the level of contract cancellations increased, or if contract delays lengthen or increase, our revenue and cash flow would be adversely affected. We expect to continue to acquire businesses to enhance our service and product offerings, expand our therapeutic expertise, and/or increase our global presence. Depending on their size, any future acquisitions may require additional external financing, and we may from time to time seek to obtain funds from public or private issuances of equity or debt securities. We may be unable to secure such financing under terms acceptable to us, as a result of our outstanding borrowings. In addition, the interest rates on our Senior Secured Credit Facilities are based on variable market indices, which are subject to a floor. As a result, the amount of interest payable on the Senior Secured Credit Facilities may increase if market interest rates increase above such floor. Interest rates on the ABL Facility are also based on variable market indices. Changes to these market indices will increase or decrease the amount of interest payable on the ABL Facility.

At September 30, 2015, we had cash and cash equivalents of $80.0 million and $131.6 million of unused availability under our ABL Facility to fund our general working capital needs. However, we cannot provide assurance that these sources of liquidity will be sufficient to fund all internal needs, investments and acquisition activities that we may wish to pursue. If we pursue significant internal growth initiatives or if we wish to acquire additional businesses in transactions that include cash payments as part of the purchase price, we may pursue additional debt or equity sources to finance such transactions and activities, depending on market conditions.

We and our subsidiaries, affiliates and significant shareholders may from time to time seek to retire or purchase our outstanding debt (including our outstanding notes) through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

We believe that our current cash and equivalents, along with cash that will be provided by future operations and available credit under the Senior Secured Credit Facilities and the ABL Facility will be sufficient to fund our current operating requirements over the following twelve months.

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Long-Term Debt Exposure

We will incur variable interest expense with respect to the loans under our Senior Secured Facilities and outstanding borrowings under our ABL Facility. Based on our variable rate debt outstanding at September 30, 2015, a hypothetical increase or decrease of 10% of current market rates would not have an effect on our interest expense since market rates are sufficiently below the minimum interest rate level we are required to pay pursuant to our Credit Agreement (i.e., 1.5% Eurodollar floor) and there are no outstanding borrowings under our ABL Facility.

Foreign Currency Exchange Rate Exposure

Our international expansion has resulted in increased foreign exchange rate exposure and we may become more susceptible to foreign currency exchange rate exposure as we continue to expand our international operations. We may enter into forward exchange contracts to mitigate this variability.

The financial statements of our subsidiaries expressed in foreign currencies are translated from the respective functional currencies to U.S. Dollars, with results of operations and cash flows translated at average exchange rates during the period, and assets and liabilities translated at end of the period exchange rates. At September 30, 2015, the accumulated other comprehensive loss related to foreign currency translations was approximately $32.9 million.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There have been no changes during the quarter ended September 30, 2015 in our internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1.

Legal Proceedings

We are party to legal proceedings incidental to our business. While the outcome of these matters could differ from management’s expectations, we do not believe that the resolution of these matters is reasonably likely to have a material adverse effect to our financial statements.

Item 1A.

Risk Factors

For a discussion of our potential risks and uncertainties, see the information under the “Risk Factors” in our prospectus dated August 5, 2015 on file with the SEC relating to our Registration Statement on Form S-4 (File No. 333-197719). There have been no significant changes from the risk factors previously disclosed in our Registration Statement on Form S-4/A (File No. 333-197719).

Item 4.

Mine Safety Disclosures

None.

Item 6.

Exhibits

The exhibits in the accompanying Exhibit Index following the signature page are filed or furnished as a part of this report and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Burlington, Massachusetts, on November 13, 2015.


INVENTIV HEALTH, INC.

By:		/s/ Jonathan E. Bicknell Jonathan E. Bicknell Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Description

31.1		Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

101.1		Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statement of Stockholder’s Deficit, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company