XML 37 R30.htm IDEA: XBRL DOCUMENT v3.21.2

Business combinations (Tables)

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The preliminary Merger Date fair value of the consideration transferred consisted of the following:

			(in thousands)
Fair value of cash consideration			$	5,308,646
Fair value of ordinary shares issued to acquiree stockholders			5,658,126
Fair value of replacement share-based awards issued to acquiree employees			209,399
Repayment of term loan obligations and accrued interest *			865,800
			$	12,041,971

* This represents the portion of PRA debt paid by ICON. PRA also paid $401.6 million from available cash to settle debt obligations that existed at the Merger Date.

Schedule of Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary allocation of the consideration transferred based on management’s estimates of Merger Date fair values of assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill:

			July 1,
			2021
			(in thousands)
Cash and cash equivalents			$	259,971
Accounts receivable and unbilled revenue			934,308
Other current assets			110,691
Fixed assets, net			162,988
Operating lease right-of-use assets			192,345
Goodwill *			8,013,878
Intangible assets, net			4,875,000
Deferred tax assets			172,229
Other assets			35,094
Accounts payable			(50,259)
Accrued expenses and other current liabilities			(342,552)
Current portion of operating lease liabilities			(38,371)
Unearned revenue			(758,901)
Non-current portion of operating lease liabilities			(157,658)
Non-current deferred tax liabilities			(1,313,599)
Other non-current liabilities			(53,193)
Net assets acquired			$	12,041,971

* The goodwill in connection with the Merger is primarily attributable to the assembled workforce of PRA and the expected synergies of the Merger. None of the goodwill recognized is expected to be deductible for income tax purposes.

The following table summarizes the preliminary estimates of the fair value of identified intangible assets and their respective useful lives as of the Merger Date (in thousands, except for estimated useful lives):

			Estimated Fair Value			Estimated Useful Life
Customer relationship			3,905,000			23 years
Order backlog			489,000			3 years
Trade names			202,000			3 years
Patient database			168,000			7 years
Technology			111,000			5 years
			4,875,000

The following table summarizes the Company’s fair values of the assets acquired and liabilities assumed:

			January 22,
			2020
			(in thousands)
Cash & cash equivalents			$	10,170
Property, plant and equipment			45
Operating right of use assets			539
Goodwill *			27,191
Customer relationships			11,725
Order backlog			2,883
Accounts receivable			3,033
Prepayments and other current assets			158
Accounts payable			(368)
Unearned revenue			(989)
Other liabilities			(2,202)
Current lease liabilities			(219)
Non-current lease liabilities			(320)
Non-current deferred tax liability			(4,090)
Net assets acquired			$	47,556
Cash outflows			$	46,992
Working capital adjustment paid			564
Contingent consideration **			—
Total consideration			$	47,556

* Goodwill represents the acquisition of an established workforce that specializes in medical device development and market access. None of the goodwill recognized is expected to be deductible for income tax purposes.

** The fair value of the contingent consideration was estimated at the date of acquisition as $Nil. Depending on performance of MedPass for the 12 month period ended December 31, 2020, the total consideration could have increased by a maximum of $6.7 million in contingent consideration. In January 2021, the contingent consideration was finalized and a value of $Nil was payable.

Business Acquisition, Pro Forma Information

The following pro forma financial information was derived from the historical financial statements of the Company and PRA and presents the combined results of operations as if the Merger had occurred on January 1, 2020. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results that would have actually occurred had the Merger been completed on January 1, 2020. In addition, the pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may result from the Merger, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of PRA. Consequently, actual future results of the Company will differ from the pro forma financial information presented below:

			Nine months ended			Year ended
			September 30			December 31
			2021			2020
			(in thousands, except per share data)
Revenue			$	5,580,879		$	5,964,653
Net income/(loss)			$	231,442		$	(151,209)

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(3)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

+ Details

Name:	us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- References

No definition available.

+ Details

Name:	us-gaap_BusinessCombinationsAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration

X

- Definition

Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

+ Details

Name:	us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- 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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472

+ Details

Name:	us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration