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Business combinations (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The 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.

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			125,156
Fixed assets			156,851
Operating lease right-of-use assets			177,345
Goodwill *			8,120,006
Intangible assets			4,886,000
Deferred tax assets			28,099
Other assets			35,391
Accounts payable			(50,259)
Accrued expenses and other current liabilities			(380,342)
Current portion of operating lease liabilities			(36,625)
Unearned revenue			(739,278)
Non-current portion of operating lease liabilities			(144,403)
Deferred tax liabilities			(1,126,952)
Other non-current liabilities			(203,297)
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 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.

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

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 relationships			3,915,000			23 years
Order backlog			490,000			3 years
Trade names			202,000			3 years
Patient database			168,000			7 years
Technology assets			111,000			5 years
			4,886,000

Summary of Proforma Information per Acquisition

Consequently, actual future results of the Company will differ from the pro forma financial information presented below:

			Year Ended			Year ended
			December 31			December 31
			2021			2020
			(in thousands)
Revenue			$	7,462,000		$	5,980,653
Net income/(loss)			$	340,942		$	(149,658)

The proforma effect of the MedPass acquisition if completed on January 1, 2019 would have resulted in revenue and net income for the fiscal years ended December 31, 2020 and December 31, 2019 as follows:

						Year Ended
						2020			2019
						(in thousands)
Revenue						$	2,798,180		$	2,820,796
Net income						$	332,521		$	377,485

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.

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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.

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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.

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