Goodwill (Tables)

12 Months Ended

Dec. 31, 2013

	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