Acquisitions (Notes)

12 Months Ended

Jun. 30, 2015

Business Combination [Abstract]

Business Combination Disclosure [Text Block]

ACQUISITIONS

The pro forma effects of the acquisitions described below are not significant to the Company's reported results for any period presented. Accordingly, no pro forma financial statements have been presented herein.

LIQUENT ACQUISITION

On December 21, 2012, we acquired all of the outstanding equity securities of LIQUENT, Inc. (“LIQUENT”), a leading global provider of RIM solutions for total cash consideration of $74.3 million. By combining LIQUENT with our PI segment, we believe that we have strengthened our regulatory capabilities by adding a regulatory information technology platform and provide our clients access to comprehensive regulatory agency submission planning, viewing, tracking, publishing, and registration management throughout the entire product lifecycle of a life sciences entity. Effective July 1, 2014, a component of LIQUENT’s RIM solutions, the regulatory outsourcing services, began being reported as part of our PC segment (see Note 17).

The acquisition was initially funded through a new $100.0 million unsecured term loan agreement (the “2012 Term Loan”) with Bank of America, N.A. (“Bank of America”) (see Note 8).

HERON ACQUISITION

On April 30, 2013, we acquired all of the outstanding equity securities of HERON Group LTD (“HERON”), a life sciences consultancy which provides evidence-based commercialization services to support biopharmaceutical companies throughout the lifecycle of their products. The net purchase price was approximately $22.8 million, plus the potential for us to pay up to an additional $14.2 million over a twenty-six month period if specific financial targets for HERON are achieved. We determined the fair value of the contingent consideration as part of the HERON acquisition based on the probability of HERON attaining the specified financial targets and at acquisition assigned a fair value of $5.9 million to the liability. The acquisition was funded through use of existing cash. HERON's results of operations are included in our PC segment.

ATLAS ACQUISITION

On July 1, 2014, we acquired all of the outstanding equity securities of ATLAS, a provider of clinical research services in Turkey, the Middle East, and North Africa, for approximately $2.1 million. ATLAS provides services across all phases of clinical development, has broad therapeutic expertise, and provides clinical trial-related services from study planning and feasibility, through site selection, data management and medical writing. The business has been integrated into our CRS segment. The acquisition was funded with existing cash. The fair value of the acquired assets and assumed liabilities are reflected in the Consolidated Balance Sheets. The goodwill of $1.4 million arising from the Atlas acquisition largely reflects the expansion of our service offerings across geographic markets complementary to our existing markets. None of the goodwill is expected to be deductible for tax purposes.

CLININTEL ACQUISITION

On October 3, 2014, we acquired all of the outstanding equity securities of privately-owned ClinIntel, a provider of clinical Randomization and Trial Supply Management (RTSM) services, based in the United Kingdom. ClinIntel’s offerings have been combined into the ClinPhone® RTSM suite and are designed to make patient randomization and clinical supply chain solutions more efficient. Capabilities include advanced RTSM technologies for planning, forecasting and supply chain eLogistics. The business has been integrated into the PI segment.

The purchase price for the acquisition was approximately $8.8 million, plus the potential to pay up to an additional $16.2 million over a twenty-one month period following the acquisition date if ClinIntel achieves certain financial targets. We funded the acquisition with existing cash.

The acquired assets and assumed liabilities from ClinIntel were recorded at fair value at the date of acquisition. We finalized the fair value estimates of the acquired assets and the assumed liabilities in June 2015. The components of the consideration transferred in conjunction with the ClinIntel acquisition and the respective fair value of the assets acquired and liabilities assumed as of the acquisition date is as follows (in thousands):

Total Consideration transferred:
Cash paid, net of cash acquired	$	8,780
Fair value of contingent consideration	9,882
Net purchase price	$	18,662
Fair value of assets acquired and liabilities assumed:
Accounts receivable	$	460
Definite-lived intangible assets	6,200
Goodwill	13,377
Total assets acquired	20,037
Current liabilities	135
Deferred tax liabilities	1,240
Total liabilities assumed	1,375
Fair value of net assets acquired:	$	18,662

The fair value of the acquired assets and assumed liabilities are reflected in the Consolidated Balance Sheets. The goodwill of $13.4 million arising from the ClinIntel acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. None of the goodwill is expected to be deductible for tax purposes.

The following are the identifiable intangible assets acquired and their respective fair value and estimated useful lives (dollars in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	2,300	10
Technology	3,900		8
Total	$	6,200

QUANTUM SOLUTIONS INDIA ACQUISITION

On April 13, 2015, we acquired all of the business assets of privately-owned Quantum Solutions India (“QSI”), a leading provider of specialized pharmacovigilance services, based in Chandigarh, India. Pharmacovigilance is the collection, detection, assessment, monitoring, and prevention of adverse effects associated with pharmaceutical products. The business has been integrated into our CRS segment.

We paid approximately $93.6 million for the assets of QSI. We funded the acquisition through use of existing cash held outside of the United States.

The acquired assets and assumed liabilities from QSI were recorded at fair value at the date of acquisition. The consideration transferred in conjunction with the QSI acquisition and the respective estimated fair value of the assets acquired and liabilities assumed as of the acquisition date is as follows (in thousands):

Total Consideration transferred:
Cash paid, net of cash acquired	$	93,582
Preliminary Fair value of assets acquired and liabilities assumed:
Accounts receivable	$	4,896
Other Current Assets	1,381
Property and equipment	1,955
Definite-lived intangible assets	62,390
Goodwill	24,061
Total assets acquired	94,683
Current liabilities	1,101
Total liabilities assumed	1,101
Fair value of net assets acquired:	$	93,582

The amounts above represent our preliminary fair value estimates as of June 30, 2015 and may be subject to subsequent adjustment as we obtain additional information during the measurement period and finalize our fair value estimates. We expect to complete our accounting for the QSI acquisition by the year ended June 30, 2016.

The goodwill of $24.1 million arising from the QSI acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. All of the goodwill held in the respective jurisdiction is deductible for tax purposes.

The following are the preliminary identifiable intangible assets acquired and their respective estimated useful lives, as determined based on preliminary valuations (dollars in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	56,300	10
Backlog	4,730		1
Trade name	1,360		5
Total	$	62,390