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Business Combinations | 6 Months Ended
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Jun. 30, 2018
Business Combinations [Abstract] |
Business Combinations | Business Combinations Acquisitions – Mapi Group On July 27, 2017, a subsidiary of the Company, ICON Clinical Research Limited, acquired Mapi Group. Mapi Group is a leading patient-centered health outcomes research and commercialization company. Cash outflows on acquisition were $145.8 million. The acquisition agreement provided for working capital targets to be achieved. On March 26, 2018, the Company paid $1.6 million in respect of these targets on completion of the working capital review. The acquisition of Mapi has been accounted for as a business combination in accordance with FASB ASC 805 Business Combinations. The Company has made a provisional assessment of the fair value of assets acquired and liabilities assumed as at that date. The table following summarizes the Company’s provisional estimates of the fair values of the assets acquired and liabilities assumed:
| July 27, 2017 |
| (in thousands) |
Cash | $ | 19,649 |
Property, plant and equipment | 4,872 |
Goodwill* | 129,344 |
Intangible assets** | 32,330 |
Accounts receivable | 15,874 |
Unbilled revenue | 6,984 |
Prepayments and other current assets | 2,587 |
Other receivables | 1,430 |
Income taxes receivable | 4,262 |
Accounts payable | (2,994 | )
Payments on account | (31,445 | )
Other liabilities | (24,952 | )
Non-current other liabilities | (1,061 | )
Non-current deferred tax liability | (11,104 | )
Net assets acquired | $ | 145,776 |
Cash outflows | $ | 144,131 |
Working capital adjustment | 1,645 |
Total consideration | $ | 145,776 |
*Goodwill represents the acquisition of an established workforce with experience in late phase commercialization, analytics, real world evidence generation and strategic regulatory services in clinical trial services for biologics, drugs and devices. Goodwill related to the business acquired is not tax deductible. **The Company has made an initial estimate of separate intangible assets acquired of $32.3 million, being customer relationships and order book assets. This assessment is under review and will be finalized within 12 months of the date of acquisition. Acquisitions – ClinicalRM On September 15, 2016, a subsidiary of the Company, ICON US Holdings Inc. acquired Clinical Research Management, Inc. (''ClinicalRM'') which resulted in net cash outflow of $52.4 million (including certain payments made on behalf of ClinicalRM totaling $9.2 million). ClinicalRM is a full-service CRO specializing in preclinical through Phase IV support of clinical research and clinical trial services for biologics, drugs and devices. The organization helps customers progress their products to market faster with a wide array of research, regulatory and sponsor services within the U.S. and around the globe. ClinicalRM provide full service and functional research solutions to a broad range of US government agencies. Their extensive expertise extends across basic and applied research, infectious diseases, vaccines development, testing and the response to bio-threats. They have worked in collaboration with government and commercial customers to respond to the threat of global viral epidemics. Further consideration of up to $12.0 million was payable if certain performance milestones are achieved in respect of periods up to December 31, 2017. The fair value of the contingent consideration on acquisition and at March 31, 2017 was estimated at $6 million The evaluation of the performance and forecast performance of ClinicalRM against performance milestones was updated as required at June 30, 2017. Arising from that evaluation, the fair value of the contingent consideration liability was determined as $Nil, resulting in a net credit of $6 million being recorded within selling, general & administrative expenses in the Statement of Operations. The fair value of the contingent consideration at June 31, 2018 is $Nil. The acquisition of ClinicalRM has been accounted for as a business combination in accordance with FASB ASC 805 Business Combinations. The table following summarizes the fair values of the assets acquired and liabilities assumed:
| September 15, 2016 |
| (in thousands) |
Cash | $ | 3,168 |
Property, plant and equipment | 939 |
Goodwill* | 35,969 |
Customer lists | 4,012 |
Order backlog | 1,668 |
Brand | 1,409 |
Accounts receivable | 11,431 |
Unbilled revenue | 3,868 |
Prepayments and other current assets | 1,673 |
Accounts payable | (165 | )
Other liabilities | (5,569 | )
Non-current other liabilities | (7 | )
Net assets acquired | $ | 58,396 |
Total consideration | $ | 58,396 |
*Goodwill represents the acquisition of an established workforce with experience in preclinical through Phase IV support of clinical research and clinical trial services for biologics, drugs and devices. Goodwill related to the US portion of the business acquired is tax deductible. In finalizing the goodwill on acquisition of CRM in the twelve month period from acquisition, fair value adjustments were made which resulted in an increase to unbilled revenue ($1.1 million) and other liabilities ($1.1 million) and in a decrease to accounts receivable ($0.3 million) and accounts payable ($0.5 million). Customer list, order backlog and brand intangible asset values were also finalized.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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