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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 under
the Securities Exchange Act of 1934


For
the month ended July, 2020

ICON plc
(Registrant's name)


333-08704
(Commission file number)


South County Business Park, Leopardstown, Dublin 18, Ireland
(Address of principal executive offices)


Brendan Brennan, CFO
South County Business Park, Leopardstown, Dublin 18, Ireland
Brendan.Brennan@iconplc.com
+353-1-291-2000
(Name, telephone number, email and/or facsimile number and address of Company contact person)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F___X___
Form 40-F______
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes______
No___X___
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes______
No___X___
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.
Yes______
No___X___
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82 N/A



ICON plc
Rider A
        This report on Form 6-K is hereby incorporated by reference in the registration statement on Form F-3 (Registration No. 333-133371) of ICON plc and in the prospectus contained therein, and this report on Form 6-K shall be deemed a part of such registration statement from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by ICON plc under the Securities Act of 1933 or the Securities Exchange Act of 1934.

1


GENERAL

        As used herein, “ICON”, the “Company” and “we” refer to ICON plc and its consolidated subsidiaries, unless the context requires otherwise.

Business

        ICON public limited company (“ICON”) is a clinical research organization (“CRO”), providing outsourced development services on a global basis to the pharmaceutical, biotechnology and medical device industries. We specialize in the strategic development, management and analysis of programs that support all stages of the clinical development process - from compound selection to Phase I-IV clinical studies. Our vision is to be the global CRO partner of choice in drug development by delivering best in class information, solutions and performance in clinical and outcomes research.

        We believe that we are one of a select group of CROs with the expertise and capability to conduct clinical trials in most major therapeutic areas on a global basis and have the operational flexibility to provide development services on a stand-alone basis or as part of an integrated “full service” solution. At June 30, 2020 we had approximately 15,150 employees, in 94 locations in 40 countries. During the six months ended June 30, 2020, we derived approximately 31.1%, 58.9% and 10.0% of our revenue in the United States, Europe and Rest of World respectively.

        We began operations in 1990 and have expanded our business predominately through organic growth, together with a number of strategic acquisitions to enhance our capabilities and expertise in certain areas of the clinical development process. We are incorporated in Ireland and our principal executive office is located at: South County Business Park, Leopardstown, Dublin 18, Republic of Ireland. The contact telephone number of this office is +353-1-291-2000.

Recent developments

Acquisition

        On January 22, 2020 a subsidiary of the Company, ICON Investments Limited acquired 100% of the equity share capital of the MedPass Group ("MedPass"). MedPass is the leading European medical device CRO, regulatory and reimbursement consultancy, that specializes in medical device development and market access. The acquisition of MedPass further enhances ICON's Medical Device and Diagnostic Research Services, through the addition of new regulatory and clinical capabilities in Europe. The integration of Medpass's services brings noted expertise in complex class 3 medical devices, interventional cardiology and structural heart devices. The total consideration for the acquisition of MedPass is $47.6 million.

Redemption of MeDiNova NCI

On March 9, 2020 ICON exercised its option to call the outstanding shares in the noncontrolling interest to take 100% ownership of MeDiNova. Effective from this date, the noncontrolling interest was derecognized and a liability is recognized, representing the assessment of the redemption value of the noncontrolling interest. This liability was settled on July 17, 2020 for $43.9 million.
Share repurchase program

        On January 8, 2019, the Company commenced a share buyback program of up to 1.0 million ordinary shares which was completed during the year ended December 31, 2019 for total consideration of $141.6 million. On October 22, 2019, the Company commenced a further share buyback program. At December 31, 2019, 35,100 ordinary shares were redeemed for a total consideration of $5.3 million. During the six months ended June 30, 2020, 1,235,218 ordinary shares were redeemed by the Company under this buyback program for a total consideration of $175.0 million.

        All ordinary shares that were redeemed under the buyback program were canceled in accordance with the Constitution of the Company and the nominal value of these shares transferred to other undenominated capital as required by Irish Company law.

Assessment of COVID-19 impact on the business

        In the period since year-end, as a result of the global spread of COVID-19, the Company has experienced a negative impact on its operations. At this point in time, there continues to be significant uncertainty relating to the long-term effect of COVID-19 on our business. We have experienced restrictions on our ability to ensure laboratory samples are collected and analyzed on time, our ability to monitor our clinical trials, the ability of patients or other service providers to travel, and our ability to travel, as a result of the outbreak. These factors, amongst others, have resulted in a requirement to increase investment in impact prevention and increased operating costs.

2


Revenue for the three months ended June 30, 2020 decreased by $74.9 million, or 10.8%, to $620.2 million, compared to $695.1 million for the three months ended June 30, 2019. Revenue decreased by 10.3% in constant currency and decreased by 11.4% in constant dollar organic terms. The decrease in revenues in the three months ended June 30, 2020 is due to the impact the COVID-19 global pandemic has had on operations including; our ability to ensure laboratory samples are collected and analyzed on time, our ability to perform on-site monitoring of clinical trials, the ability of patients or other service providers to travel, and our ability to travel. Certain cost saving measures were introduced in response to COVID-19 including salary reductions. The primary cost saving measure was the application of temporary salary reductions scaled based on seniority of employees.

        In light of on-going developments relating to the COVID-19 global pandemic, the Company is supplementing the risk factors previously disclosed in its Form 20-F filed on February 27, 2020 to include the following risk factors.

        COVID-19 has, and may continue to, adversely affect our business performance. The Company has begun to experience a negative impact on our operations as a result of the global spread of COVID-19, including restrictions on our ability to ensure laboratory samples are collected and analyzed on time, our ability to monitor our clinical trials, the ability of patients or other service providers to travel, and our ability to travel. We have also experienced an increase in operating costs and investments in impact prevention.

        The COVID-19 outbreak continues to evolve. While our site network and office facilities have begun to re-open on a phased basis, the extent to which the outbreak may continue to impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of COVID-19, additional phases of the outbreak, travel restrictions and actions to contain the outbreak or treat its impact, such as social distancing and quarantines or lock-downs, business closures or business disruptions and the effectiveness of actions taken throughout the world to contain and treat the disease.

        Our information systems and those of third parties which we utilize may face increased cybersecurity risks due to the COVID-19 pandemic, including from the significant number of employees that are working remotely or otherwise impacted by stay-at-home orders. Additional remote access points provide new potential vulnerabilities to cybercriminals. Employees of ICON and third parties may be more susceptible to social engineering efforts, and to phishing attempts which can disguise malware as a legitimate effort to circulate important information relating to COVID-19. 

        Please also refer to the complete Form 20-F filed on February 27, 2020 for additional risks and uncertainties facing the Company that may adversely affect our business.

Debt re-financing

On December 15, 2015, ICON Investments Five Unlimited Company issued Senior Notes for aggregate gross proceeds of $350.0 million in a private placement. The Senior Notes will mature on December 15, 2020. This debt will be repaid and new Senior Notes will be drawn in December 2020. In June 2020, the Company entered into an interest rate hedge in respect of the planned refinancing. The interest rate hedge was effective in accordance with Financial Accounting Standards Board (“FASB”) ASC 815 'Derivatives and Hedging'. The fair value of this derivative is recorded within other comprehensive income. The interest rate hedge matured on July 9, 2020 when the interest rates on the issue of new Senior Notes were fixed.



3


New accounting pronouncements

Recently adopted accounting standards

        ASU 2020-04 'Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting' provides optional expedients and exceptions for applying Generally Accepted Accounting Principles ("GAAP") to contracts, hedging relationships, and other transactions affected by the reference rate reform. The amendments apply only to contracts and transactions that reference LIBOR or another reference rate expected to be discontinued as part of the reform. This ASU was issued on March 12, 2020 and applies only to contracts or transactions entered into or evaluated before December 31, 2022. This ASU is effective upon issuance and may be adopted on any date on or after March 12, 2020. The impact of adopting ASU 2020-04 is not expected to be material to the Group.

ASU 2016-13 'Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments' (ASC 326) was effective, and adopted by the group, from January 1, 2020. ASC 326 introduces an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The new standard requires loss provisions to reflect an entity’s current estimate of all expected credit losses. The assessment must include consideration of both past events and current conditions. The methodology requires the use of forecast information to provide more timely and accurate credit loss estimates. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with ASC 842 on leases. The Group adopted ASC 326 using the modified retrospective method. Under this transition method, the new standard is applied from January 1, 2020 without restatement of comparative period amounts. There was no impact of adopting ASC 326 on retained earnings at January 1, 2020.

        ICON adopted ASU No. 2018-15 'Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)' (ASU 2018-15) effective from January 1, 2020. ASU 2018-15 provides guidance on when to capitalize implementation costs incurred in hosting arrangements which are accounted for as service contracts. The adoption of ASU 2018-15 did not have an impact on the financial statements.
        
4


  ICON plc
CONDENSED CONSOLIDATED BALANCE SHEETS
AS AT JUNE 30, 2020 AND DECEMBER 31, 2019
(Unaudited)(Audited)
June 30,
2020
December 31, 2019
ASSETS(in thousands)
Current Assets:
Cash and cash equivalents$592,100  $520,309  
Available for sale investments1,728  49,628  
Accounts receivable, net of allowance for credit losses473,020  527,708  
Unbilled revenue410,397  422,769  
Other receivables34,456  39,290  
Prepayments and other current assets38,108  41,517  
Income taxes receivable28,589  23,759  
Total current assets1,578,398  1,624,980  
Other Assets:
Property, plant and equipment, net162,552  165,087  
Goodwill901,245  883,170  
Operating right-of-use assets86,267  104,977  
Other non-current assets16,939  17,439  
Non-current income taxes receivable13,451  17,230  
Non-current deferred tax asset15,794  16,682  
Investments in equity-long term11,326  10,053  
Intangible assets72,748  67,894  
Total Assets$2,858,720  $2,907,512  
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable$32,722  $24,050  
Unearned revenue393,217  366,988  
Other liabilities385,036  378,543  
Income taxes payable9,190  12,031  
Current bank credit lines and loan facilities349,828  349,640  
Total current liabilities1,169,993  1,131,252  
Other Liabilities:  
Non-current operating lease liabilities63,974  76,593  
Non-current other liabilities21,662  17,512  
Non-current government grants792  813  
Non-current income taxes payable13,351  14,301  
Non-current deferred tax liability10,465  9,476  
Commitments and contingencies    
Total Liabilities1,280,237  1,249,947  
Shareholders' Equity:
Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized,
52,629,067 shares issued and outstanding at June 30, 2020 and
53,622,206 shares issued and outstanding at December 31, 2019
4,569  4,635  
Additional paid-in capital592,500  577,961  
Other undenominated capital1,134  1,052  
Accumulated other comprehensive income(89,740) (75,819) 
Retained earnings1,070,020  1,110,226  
       Total Shareholders' Equity1,578,483  1,618,055  
Redeemable noncontrolling interest  39,510  
Total Shareholders' Equity and Redeemable Noncontrolling Interest1,578,483  1,657,565  
Total Liabilities and Shareholders' Equity and Redeemable Noncontrolling Interest$2,858,720  $2,907,512  

The accompanying notes are an integral part of these condensed consolidated financial statements.
5


ICON plc
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
(UNAUDITED)
Three Months EndedSix Months Ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
(in thousands except share and per share data)
Revenue$620,228  $695,137  $1,335,330  $1,369,989  
Costs and expenses: 
Direct costs445,833  490,656  951,126  966,153  
Selling, general and administrative expense83,499  83,203  170,695  165,115  
Depreciation and amortization15,858  15,188  32,180  30,685  
Restructuring18,089    18,089    
Total costs and expenses563,279  589,047  1,172,090  1,161,953  
Income from operations56,949  106,090  163,240  208,036  
Interest income441  1,780  2,250  3,525  
Interest expense(3,220) (3,199) (6,401) (6,553) 
Income before provision for income taxes54,170  104,671  159,089  205,008  
Provision for income taxes(6,410) (12,456) (19,000) (24,496) 
Net income47,760  92,215  140,089  180,512  
Net income attributable to noncontrolling interest  (358) (633) (358) 
Net income attributable to the Group$47,760  $91,857  $139,456  $180,154  
Net income per Ordinary Share attributable to the Group (note 10): 
Basic$0.91  $1.70  $2.55  $3.34  
Diluted$0.90  $1.69  $2.51  $3.31  
Weighted average number of Ordinary Shares outstanding:  
Basic52,570,104  53,957,446  52,959,229  53,901,427  
Diluted53,028,567  54,449,117  53,691,138  54,355,705  

The accompanying notes are an integral part of these condensed consolidated financial statements.

6


ICON plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019 (UNAUDITED)
Six Months Ended
June 30, 2020June 30, 2019
(in thousands)
Cash flows from operating activities:
Net income $140,089  $180,512  
Adjustments to reconcile net income to net cash provided by operating activities:  
 Loss on disposal of property, plant and equipment95  29  
 Depreciation expense22,643  22,916  
 Impairment of right-of-use assets5,411    
 Reduction in carrying value of operating right-of-use assets14,337  15,046  
 Amortization of intangibles9,537  7,769  
 Amortization of government grants(22) (22) 
 Interest on short term investments  (538) 
 Interest on non-current operating lease liability 1,006  1,506  
 Realized gain on sale of short term investments(232)   
 Loss/(gain) on re-measurement of financial assets  (500) 
 Stock compensation expense13,186  12,834  
 Amortization of interest rate hedge(482) (464) 
 Amortization of financing costs258  255  
 Deferred taxes(2,613) 2,465  
Changes in assets and liabilities:  
 Decrease/(increase) in accounts receivable58,170  (9,285) 
 Decrease/(increase) in unbilled revenue12,226  (124,158) 
 Decrease in other receivables2,689  1,666  
 Decrease/(increase) in prepayments and other current assets2,937  (2,946) 
 Decrease/(increase) in other non-current assets486  (1,925) 
 Increase in unearned revenue25,056  42,263  
 Decrease in other current liabilities(33,507) (10,581) 
 Decrease in operating lease liabilities(15,416) (16,724) 
 Increase in other non-current liabilities2,355  147  
 Decrease in income taxes payable(5,931) (3,191) 
 Increase in accounts payable8,370  295  
Net cash provided by operating activities260,648  117,369  
Cash flows from investing activities:  
 Purchase of property, plant and equipment(21,161) (18,217) 
 Purchase of subsidiary undertakings(47,367) (81,631) 
 Cash acquired with subsidiary undertaking10,170  8,405  
 Purchase of available for sale investments   (9,105) 
 Sale of available for sale investments47,902  9,061  
 Purchase of investments in equity - long term(1,273) (3,305) 
Net cash used in investing activities(11,729) (94,792) 
Cash flows from financing activities:  
 Proceeds from exercise of equity compensation1,461  17,054  
 Share issue costs(6) (6) 
 Repurchase of ordinary shares(175,000) (65,100) 
 Share repurchase costs(140) (52) 
Net cash used in financing activities(173,685) (48,104) 
Effect of exchange rate movements on cash(3,443) (116) 
Net increase/(decrease) in cash and cash equivalents71,791  (25,643) 
Cash and cash equivalents at beginning of period520,309  395,851  
Cash and cash equivalents at end of period$592,100  $370,208  

The accompanying notes are an integral part of these condensed consolidated financial statements.
7


ICON plc
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(UNAUDITED)
 
Group
SharesAmountAdditional
Paid-in
Capital
Other
Undenominated
Capital
Accumulated
Other
Comprehensive
Income
Retained
Earnings
TotalRedeemable Noncontrolling Interest
(dollars in thousands, except share data)
Balance at December 31, 201953,622,206  $4,635  $577,961  $1,052  $(75,819) $1,110,226  $1,618,055  $39,510  
Comprehensive income:
Net income —  —  —  —  —  139,456  139,456  633  
Currency translation adjustment
—  —  —  —  (11,828) —  (11,828) —  
Currency impact of long term funding (net of tax)
—  —  —  —  (1,002) —  (1,002) —  
Transfer to realized capital gain
—  —  —  —  (232) —  (232) —  
Amortization of interest rate hedge
—  —  —  —  (482) —  (482) —  
Loss on interest rate hedge—  —  —  —  (760) —  (760) 
Fair value of cash flow hedge (net of tax)—  —  —  —  383  —  383  —  
Total comprehensive income—  —  —  —  (13,921) 139,456  125,535  633  
Exercise of share options40,199  3  1,445  —  —  —  1,448  —  
Issue of restricted share units201,880  13  —  —  —  —  13  —  
Non-cash stock compensation expense—  —  13,100  —  —  —  13,100  —  
Share issuance costs—  —  (6) —  —  —  (6) —  
Share repurchase program(1,235,218) (82) —  82  —  (175,000) (175,000) —  
Share repurchase costs
—  —  —  —  —  (140) (140) —  
Noncontrolling interest adjustment to redemption amount—  —  —  —  —  (4,522) (4,522) 4,522  
Exercise of call option on noncontrolling interest shares—  —  —  —  —  —  —  (44,665) 
Balance at June 30, 202052,629,067  $4,569  $592,500  $1,134  $(89,740) $1,070,020  $1,578,483  $  

The accompanying notes are an integral part of these condensed consolidated financial statements.

8


ICON plc
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2020
1. Basis of presentation

        These condensed consolidated financial statements which have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) have not been audited. The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the operating results and financial position for the periods presented. The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures in the condensed consolidated financial statements. Actual results could differ from those estimates.

        The condensed consolidated financial statements should be read in conjunction with the accounting policies and notes to the consolidated financial statements included in ICON’s Form 20-F for the year ended December 31, 2019 (see note 2 - Significant accounting policies for impact of adoption of any new accounting standards). Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal period ending December 31, 2020.
2. Significant accounting policies

Redeemable noncontrolling interests and equity

On May 23, 2019, ICON acquired a majority ownership interest in MeDiNova. Included in the purchase agreement are put and call option arrangements with the noncontrolling interest holders that require (put option) or enable (call option) ICON to purchase the remaining minority ownership at a future date. The option is accounted for as temporary equity, which is presented separately as redeemable noncontrolling interest on the Consolidated Balance Sheet. This classification reflects the assessment that the instruments are contingently redeemable in accordance with ASC 480-10-S99 'Distinguishing Liabilities from Equity'.

Redeemable noncontrolling interests are accreted to their redemption value over the period from the date of issuance to the first date on which the option is exercisable. The change in the option's redemption value is recorded against retained earnings. In a computation of earnings per share, the accretion of redeemable noncontrolling interests to their redemption value is a reduction of net income attributable to the Group. Basic and diluted net income per ordinary share attributable to the Group includes the adjustment to reflect the accretion of the noncontrolling interest to its redemption value.

On March 9, 2020 ICON exercised its option to call the outstanding shares in the noncontrolling interest to take 100% ownership of MeDiNova. On exercise of the call option, the noncontrolling interest is extinguished and a liability is recorded for the amount payable to the former noncontrolling interest holders. This liability was settled on July 17, 2020 for $43.9 million.

Financial assets - credit losses

        On January 1, 2020, the Group adopted ASU 2016-13 'Measurement of Credit Losses on Financial Instruments (ASC 326)', which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. The update provides guidance on the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The amendment replaces the current incurred loss impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates.

        The Group adopted ASC 326 using the modified retrospective method for all in scope financial assets. Results for reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The impact of transitioning to the new standard at January 1, 2020 was immaterial and no adjustment was recorded to retained earnings for the cumulative effect of adopting ASC 326.

        On transition to ASC 326, the Group has revised the methodology to calculate the allowance for credit losses. The Group's estimate of expected credit losses considers historical credit loss information that is adjusted, where necessary, for current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The Group's receivables and unbilled services are predominantly due from large and mid-tier pharmaceutical and biotechnology companies that share similar risk characteristics. The Group monitors their portfolio of receivables and unbilled services for any deterioration in current or expected credit quality (for example, expected delinquency level), and adjusts the allowance for credit losses as required.

9


        Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense in the Consolidated Statement of Operations. Losses are charged against the allowance when management believes the uncollectibility of a previously provisioned amount is confirmed.

Leases

        The new leasing standard (ASC 842 'Leases') was effective and adopted by ICON from January 1, 2019. ASC 842 'Leases' supersedes the requirements in ASC 840 'Leases' and requires that lessees recognize rights and obligations from virtually all leases (other than leases that meet the definition of a short-term lease) on their balance sheets as right-of-use assets with corresponding lease liabilities. The ASU also provides additional guidance on how to classify leases and how to determine the lease term for accounting purposes.

        ICON adopted the new standard under the cumulative effect adjustment approach. Under this transition method, the new standard is applied from January 1, 2019 without restatement of comparative period amounts. Operating lease liabilities and right-of-use assets of $106.5 million were recorded on the Condensed Consolidated Balance Sheet as at January 1, 2019.

        There was no impact of adopting ASC 842 on opening retained earnings at January 1, 2019.
3. Revenue

        Revenue disaggregated by customer profile is as follows:
Three Months EndedSix Months Ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
(in thousands)(in thousands)
Top client$74,932  $89,565  $156,199  $189,559  
Clients 2-5179,018  166,772  381,996  336,285  
Clients 6-1086,449  87,725  160,800  166,499  
Clients 11-25101,417  139,086  231,501  274,748  
Other178,412  211,989  404,834  402,898  
Total$620,228  $695,137  $1,335,330  $1,369,989  

4. Accounts receivable, unbilled revenue (contract assets) and unearned revenue or payments on account (contract liabilities)

        Accounts receivables and unbilled revenue are as follows:
June 30, 2020December 31, 2019
(in thousands)
Contract assets:
Billed services (accounts receivable)$482,349  $535,088  
Unbilled services (unbilled revenue)410,397  422,769  
Accounts receivable and unbilled revenue892,746  957,857  
Allowance for credit losses(9,329) —  
Allowance for doubtful debts—  (7,380) 
Accounts receivable and unbilled revenue, net$883,417  $950,477  
10


        
Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows:
(in thousands, except percentages)June 30, 2020December 31, 2019$ Change% Change
Unbilled services (unbilled revenue)$410,397  $422,769  $(12,372) (2.9)%
Unearned revenue (payments on account)(393,217) (366,988) (26,229) 7.1 %
Net balance$17,180  $55,781  $(38,601) (69.2)%

        Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. We record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets are recorded as unbilled services and therefore contract assets rather than accounts receivables when receipt of the consideration is conditional on something other than the passage of time. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations or billed in advance of the revenue being earned.

        Unbilled services/revenue balances arise where invoicing or billing is based on the timing of agreed milestones related to service contracts for clinical research. Contractual billing arrangements in respect of certain reimbursable expenses (principally investigators) require billing by the investigator to the Company prior to billing by the Company to the customer. As there is no contractual right to set-off between unbilled services (contract assets) and unearned revenue (contract liabilities), each are separately presented gross on the Consolidated Balance Sheet.

        Unbilled services as at June 30, 2020 decreased by $12.4 million as compared to December 31, 2019. Unearned revenue increased by $26.2 million over the same period resulting in a decrease of $38.6 million in the net balance of unbilled services and unearned revenue or payments on account between December 31, 2019 and June 30, 2020. These fluctuations are primarily due to timing of payments and invoicing related to the Group's clinical trial management contracts. Billings and payments are established by contractual provisions including predetermined payment schedules which may or may not correspond to the timing of the transfer of control of the Company's services under the contract. Unbilled services arise from long-term contracts when a cost-based input method of revenue recognition is applied and revenue recognized exceeds the amount billed to the customer.

        The credit loss expense and allowance for credit losses recognized on the Group's receivables and unbilled services was de minimis for the six months ended June 30, 2020 and June 30, 2019.

        As of June 30, 2020 approximately $5.7 billion of revenue is expected to be recognized in the future in respect of unsatisfied performance obligations. The Company expects to recognize revenue on approximately 43% of the unsatisfied performance obligation over the next 12 months, with the remainder recognized thereafter over the duration of the customer contracts.

5. Goodwill
Six Months EndedYear Ended
June 30, 2020December 31, 2019
(in thousands)
Opening balance$883,170  $756,260  
Current period acquisitions (Note 6)27,304  126,932  
Prior period acquisitions123    
Foreign exchange movement(9,352) (22) 
Closing balance$901,245  $883,170  
11


6. Business combinations 

Acquisitions – MedPass Group ("MedPass")

        On January 22, 2020 a subsidiary of the Company, ICON Investments Limited acquired 100% of the equity share capital of the MedPass Group. MedPass is the leading European medical device CRO, regulatory and reimbursement consultancy, that specializes in medical device development and market access. The acquisition of MedPass further enhances ICON’s Medical Device and Diagnostic Research Services, through the addition of new regulatory and clinical capabilities in Europe. The integration of MedPass’s services brings noted expertise in complex class 3 medical devices, interventional cardiology and structural heart devices.

        The acquisition of MedPass has been accounted for as a business combination in accordance with 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.
January 22,
2020
(in thousands)
Cash & cash equivalents$10,170  
Property, plant and equipment45  
Operating right of use assets539  
Goodwill *27,304  
Customer relationships **11,725  
Order backlog **2,883  
Accounts receivable3,033  
Prepayments and other current assets 158  
Accounts payable(368) 
Unearned revenue(989) 
Other liabilities(2,315) 
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 payable564  
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 Company has made an estimate of separate intangible assets acquired, being customer relationships and order book assets. This assessment will be finalized within 12 months of the date of acquisition.
*** The fair value of the contingent consideration was estimated at the date of acquisition. Depending on performance of the company, the total consideration could increase by a maximum of $6.7 million in contingent consideration. At June 30, 2020, the fair value of this contingent consideration payable to MedPass is $Nil.










12


Acquisitions – CRN Holdings LLC (trading as Symphony Clinical Research ("Symphony"))

        On September 24, 2019 a subsidiary of the Company, ICON Clinical Research LLC, acquired a 100% interest in Symphony. Symphony is a leading provider of at-home trial services and site support services. The acquisition of Symphony further enhances our site & patient services offering.

        The acquisition of Symphony has been accounted for as a business combination in accordance with 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.
September 24,
2019
(in thousands)
Cash & cash equivalents$3,292  
Property, plant and equipment564  
Operating right of use assets820  
Goodwill *22,865  
Customer relationships **8,159  
Order backlog **2,163  
Accounts receivable4,544  
Unbilled revenue186  
Prepayments and other current assets 181  
Other receivables6  
Accounts payable(799) 
Unearned revenue(2,411) 
Other liabilities(933) 
Current lease liabilities(289) 
Non-current lease liabilities(531) 
Net assets acquired$37,817  
 
Cash outflows $34,976  
Working capital adjustment paid341  
Contingent consideration ***2,500  
Total consideration $37,817  
* Goodwill represents the acquisition of an established workforce and the capability to provide at-home trial services and site support solutions. The full amount of the goodwill recognized is expected to be deductible for income tax purposes.
** The Company has made an estimate of separate intangible assets acquired, being customer relationships and order book assets. The fair value of Symphony’s intangible assets has been measured provisionally, pending receipt of a final independent valuation. This assessment will be finalized within 12 months of the date of acquisition.
*** The fair value of the contingent consideration was estimated at the date of acquisition. At June 30, 2020, the contingent consideration has been settled at fair value in the amount of $0.5 million. The change in fair value has been recorded in the Condensed Consolidated Statement of Operations.
13





Acquisitions – MeDiNova

        On May 23, 2019 a subsidiary of the Company, ICON Clinical Research (U.K.) Limited acquired a majority shareholding in MeDiNova, a site network with research sites in key markets in Europe and Africa. On March 9, 2020 ICON exercised its option to call the outstanding shares in the noncontrolling interest to take 100% ownership of MeDiNova. The acquisition further enhances ICON's patient recruitment capabilities in EMEA and complements ICON's existing site network in the US, PMG Research. Accounting for the acquisition of MeDiNova was finalized in the period ended June 30, 2020.

        The acquisition of MeDiNova has been accounted for as a business combination in accordance with ASC 805 'Business Combinations'. The Company made an assessment of the fair value of assets acquired and liabilities assumed as at that date. The following table summarizes the Company’s fair values of the assets acquired and liabilities assumed:
May 23,
2019
(in thousands)
Cash & cash equivalents$7,719  
Property, plant and equipment670  
Operating right of use assets1,558  
Goodwill *81,760  
Customer relationships **3,887  
Order backlog **171  
Patient database **2,542  
Accounts receivable3,488  
Unbilled revenue4,272  
Other receivables819  
Prepayments and other current assets 406  
Accounts payable(5,484) 
Unearned revenue(5,796) 
Other liabilities(6,860) 
Current lease liabilities(430) 
Non-current lease liabilities(1,128) 
Non-current deferred tax liability(1,345) 
Net assets acquired$86,249  
Cash outflows $54,123  
Working capital adjustment received(466) 
Redeemable noncontrolling interest ***32,592  
Total consideration $86,249  
*Goodwill represents the acquisition of an established workforce and access to a broad site network in Europe and Africa. None of the goodwill recognized is expected to be deductible for income tax purposes.
**In finalizing the acquisition of MeDiNova in the twelve month period from acquisition, fair value adjustments were made which resulted in an increase in other liabilities ($1.6 million) and decreases in operating right of use assets ($0.3 million), current lease liabilities ($0.1 million), non-current lease liabilities ($0.3 million) and non-current deferred tax liability ($2.2 million). Customer relationship, order backlog and patient database assets were also finalized.
***The fair value of the redeemable noncontrolling interest on May 23, 2019 was $32.6 million which was estimated by applying an income based approach. The valuation approach used was based on the future earnings of the Company times an appropriate earnings multiple. On March 9, 2020 ICON exercised its option to call the outstanding shares in the noncontrolling interest to take 100% ownership of MeDiNova. Effective from this date, the noncontrolling interest was derecognized and a liability was recognized, representing the assessment of the redemption value of the noncontrolling interest. This liability was settled on July 17, 2020 for $43.9 million.

14



Acquisitions – MolecularMD Corp ("MMD")

        On January 25, 2019 a subsidiary of the Company, ICON Laboratory Services, Inc. acquired 100% of the share capital of MMD. MMD is a molecular diagnostic specialty laboratory that enables the development and commercialization of precision medicines in oncology. The consideration on acquisition was $42.2 million.

        The acquisition of MMD has been accounted for as a business combination in accordance with ASC 805 'Business Combinations'. The Company has made an assessment of the fair value of assets acquired and liabilities assumed as at that date. The following table summarizes the Company’s fair values of the assets acquired and liabilities assumed:
January 25,
2019
(in thousands)
Cash & cash equivalent$686  
Property, plant and equipment1,697  
Operating right of use assets2,866  
Goodwill *22,430  
Customer relationships10,708  
Order backlog2,787  
Accounts receivable3,100  
Unbilled revenue2,421  
Other receivables43  
Prepayments and other current assets908  
Deferred tax asset1,568  
Accounts payable(1,280) 
Unearned revenue(540) 
Other liabilities(1,232) 
Current lease liabilities(699) 
Non-current lease liabilities(2,167) 
Non-current other liabilities(1,123) 
Net assets acquired$42,173  
 
Cash outflows $42,349  
Working capital adjustment received(176) 
Total consideration$42,173  
 
*Goodwill represents the acquisition of an established workforce with experience in molecular diagnostic specialty laboratory services and commercialization of precision medicines in oncology. None of the goodwill recognized is expected to be deductible for income tax purposes.

Accounting for the acquisition of MMD was finalized at December 31, 2019.
15


7. Restructuring

Restructuring charges 

        A restructuring charge of $18.1 million was recognized during the three months ended June 30, 2020 under a restructuring plan adopted following a review of operations. The restructuring plan reflected resource rationalization across the business to improve resource utilization, resulting in a charge of $11.4 million and office consolidation resulting in a charge for onerous lease obligation of $6.7 million, including the recognition of an impairment of right of use assets of $5.4 million (see note 8 - Operating Leases) and provision for other related costs of $1.3 million.

Details of the restructuring charge recognized in the three and six months ended June, 30, 2020 are as follows:

Three Months EndedSix Months Ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019

(in thousands)
Restructuring charge
$18,089  $  $18,089  $  
Total $18,089  $  $18,089    

Details of the movement in the restructuring charge recognized in the three and six months ended June, 30, 2020 are as follows:

Workforce reductionsOnerous LeaseTotal
(in thousands)
Initial restructuring charge recorded$11,391