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Goodwill (Tables) | 12 Months Ended
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Dec. 31, 2013
Goodwill |
|  | December 31, |  |  | December 31, |
|  | 2013 |  |  | 2012 |
|  | (in thousands) |
Opening goodwill |  | $ | 315,441 |  |  | $ | 253,393 |
Current year acquisitions |  |  | 36,922 |  |  |  | 55,759 |
Prior year acquisitions |  |  | - |  |  |  | 1,382 |
Foreign exchange movement |  |  | 5,160 |  |  |  | 4,907 |
Closing goodwill |  | $ | 357,523 |  |  | $ | 315,441 |
Clinical Trial Services |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed:
|  | February 15 |
|  | 2013 |
|  | (in thousands) |
Property, plant and equipment |  | $ | 339 |
Goodwill* |  |  | 36,922 |
Intangible asset – customer relationships |  |  | 3,300 |
Intangible asset – order backlog |  |  | 600 |
Cash and cash equivalents |  |  | 1,039 |
Accounts receivable |  |  | 9,200 |
Unbilled revenue |  |  | 2,128 |
Prepayments and other current assets |  |  | 465 |
Non-current assets |  |  | 6 |
Other liabilities |  |  | (2,285 | )
Non-current other liabilities |  |  | (16 | )
Net assets acquired |  | $ | 51,698 |
Cash consideration |  | $ | 51,897 |
Working capital adjustment |  |  | (199 | )
Net assets acquired |  | $ | 51,698 |
* Goodwill represents the acquisition of an established workforce with experience in the clinical research industry, thereby allowing the Company to enhance its capabilities in global resourcing and FSP and also medical and safety services. Goodwill related to the US portion of the business acquired is tax deductible.
Proforma Effect in Net Revenue Net Income and Earnings Per Share | The proforma effect of the clinical trial services division of Cross Country Healthcare, Inc acquisition if completed on January 1, 2012 would have resulted in net revenue, net income and earnings per share for the fiscal years ended December 31, 2012 and December 31, 2013 as follows:
|  | Year Ended |
|  | December 31, |
|  | 2013 |  |  | 2012 |
|  | (in thousands) |
Net revenue |  | $ | 1,343,996 |  |  | $ | 1,182,734 |
Net income |  | $ | 103,133 |  |  | $ | 58,944 |
Basic earnings per share |  | $ | 1.69 |  |  | $ | 0.98 |
Diluted earnings per share |  | $ | 1.66 |  |  | $ | 0.98 |
PriceSpective LLC |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the Company’s estimates of the fair values of assets acquired and the liabilities assumed:
|  | February 28 |
|  | 2012 |
|  | (in thousands) |
Property, plant and equipment |  | $ | 256 |
Goodwill* |  |  | 42,247 |
Intangible asset – customer relationships |  |  | 10,237 |
Intangible asset – order backlog |  |  | 405 |
Intangible asset – non-compete arrangements |  |  | 392 |
Cash and cash equivalents |  |  | 2,311 |
Accounts receivable |  |  | 2,662 |
Unbilled revenue |  |  | 1,140 |
Other current assets |  |  | 236 |
Current liabilities |  |  | (7,788 | )
Liability arising from contingent consideration arrangement |  |  | (15,000 | )
Net assets acquired |  | $ | 37,098 |
Cash consideration |  | $ | 37,199 |
Working capital adjustment |  |  | (101 | )
Contingent consideration |  |  | 15,000 |
Amount of total consideration |  |  | 52,098 |
Liabilities included in preliminary purchase price allocation re contingent consideration |  |  | (15,000 | )
Net assets acquired |  | $ | 37,098 |
* Goodwill represents the acquisition of an established workforce with experience in strategic pricing, market access, HEOR, due diligence support and payer engagement services. Goodwill related to the US portion of the business acquired is tax deductible.
Proforma Effect in Net Revenue Net Income and Earnings Per Share | The proforma effect of the PriceSpective acquisition if completed on January 1, 2011 would have resulted in net revenue, net income and earnings per share for the fiscal years ended December 31, 2011 and December 31, 2012 as follows:
|  | Year Ended |
|  | December 31, |
|  | 2012 |  |  | 2011 |
|  | (in thousands) |
Net revenue |  | $ | 1,118,410 |  |  | $ | 964,388 |
Net income |  | $ | 55,931 |  |  | $ | 25,363 |
Basic earnings per share |  | $ | 0.93 |  |  | $ | 0.42 |
Diluted earnings per share |  | $ | 0.93 |  |  | $ | 0.42 |
BeijingWits Medical Limited |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the Company’s estimates of the fair values of assets acquired and the liabilities assumed:
|  | February 15 |
|  | 2012 |
|  | (in thousands) |
Property, plant and equipment |  | $ | 172 |
Goodwill* |  |  | 13,512 |
Intangible asset – customer relationships |  |  | 1,761 |
Intangible asset – order backlog |  |  | 376 |
Intangible asset – non-compete arrangements |  |  | 97 |
Cash and cash equivalents |  |  | 587 |
Accounts receivable |  |  | 657 |
Unbilled revenue |  |  | 176 |
Other current assets |  |  | 228 |
Deferred tax liability |  |  | (559 | )
Current liabilities |  |  | (1,007 | )
Liability arising from contingent consideration arrangement |  |  | (7,000 | )
Net assets acquired |  | $ | 9,000 |
Cash consideration |  | $ | 9,000 |
Contingent consideration |  |  | 7,000 |
Amount of total consideration |  |  | 16,000 |
Liabilities included in preliminary purchase price allocation re contingent consideration |  |  | (7,000 | )
Net assets acquired |  | $ | 9,000 |
* Goodwill represents the acquisition of an established workforce with experience in clinical trial execution and regulatory processes in China and is not tax deductible.
Proforma Effect in Net Revenue Net Income and Earnings Per Share | The proforma effect of the BeijingWits acquisition if completed on January 1, 2011 would have resulted in net revenue, net income and earnings per share for the fiscal years ended December 31, 2011 and December 31, 2012 as follows:
|  | Year Ended |
|  | December 31, |
|  | 2012 |  |  | 2011 |
|  | (in thousands) |
Net revenue |  | $ | 1,115,355 |  |  | $ | 989,942 |
Net income |  | $ | 55,349 |  |  | $ | 22,549 |
Basic earnings per share |  | $ | 0.92 |  |  | $ | 0.37 |
Diluted earnings per share |  | $ | 0.92 |  |  | $ | 0.37 |
Firecrest Clinical Limited |
Schedule of Assets Acquired and Liabilities Assumed | The acquisition of Firecrest has been accounted for as a business combination in accordance with FASB ASC 805 Business Combinations. The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed:
|  | July 14 |
|  | 2011 |
|  | (in thousands) |
Property, plant and equipment |  | $ | 687 |
Goodwill* |  |  | 48,073 |
Intangible asset – technology asset |  |  | 11,169 |
Intangible asset – customer relationships |  |  | 5,243 |
Intangible asset – order backlog |  |  | 1,172 |
Intangible asset - trade name |  |  | 1,357 |
Cash and cash equivalents |  |  | 1,965 |
Other current assets |  |  | 3,713 |
Deferred tax liability |  |  | (2,367 | )
Other liabilities |  |  | (2,521 | )
Liability arising from contingent consideration arrangement |  |  | (44,028 | )
Net assets acquired |  | $ | 24,463 |
Cash consideration |  | $ | 24,463 |
Contingent consideration |  |  | 44,028 |
Amount of total consideration |  |  | 68,491 |
Liabilities included in preliminary purchase price allocation re contingent consideration |  |  | (44,028 | )
Net assets acquired |  | $ | 24,463 |
* Goodwill represents the cost of an established workforce with experience in the development of site performance and study management systems and process related efficiencies expected to be generated from the use of the Firecrest site performance management system and is not tax deductible.
Proforma Effect in Net Revenue Net Income and Earnings Per Share | The proforma effect of the Firecrest acquisition if completed on January 1, 2010 would have resulted in net revenue, net income and earnings per share for the fiscal years ended December 31, 2010 and December 31, 2011 as follows:
|  | Year Ended |
|  | December 31, |
|  | 2011 |  |  | 2010 |
|  | (in thousands) |
Net revenue |  | $ | 952,729 |  |  | $ | 906,311 |
Net income |  | $ | 25,851 |  |  | $ | 86,127 |
Basic earnings per share |  | $ | 0.43 |  |  | $ | 1.44 |
Diluted earnings per share |  | $ | 0.42 |  |  | $ | 1.42 |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472 + Details
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