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 of July 2023

ICON plc
(Translation of registrant's name into English)

333-08704
 (Commission file number)

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




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___
 


EXHIBIT LIST
 
Exhibit
Description
 
 
 
 

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
ICON plc
 
 
 
 
 
 
 
 
 
 
 
/s/ Brendan Brennan
Date: July 26, 2023
 
Brendan Brennan
Chief Financial Officer

Exhibit 99.1


ICON Reports Second Quarter 2023 Results

Highlights

  • Net business wins in the quarter of $2,419 million; a net book to bill of 1.20 or 1.21 on a trailing twelve month basis.
  • Closing backlog of $21.7 billion, an increase of 2.2% on quarter one 2023 or an increase of 8.5% on quarter two 2022.
  • Quarter two revenue of $2,020.3 million representing an increase of 4.4% on prior year revenue and 4.3% on a constant currency organic basis. YTD revenue of $3,998.8 million representing a year on year increase of 4.2% and 4.7% on a constant currency basis.
  • Quarter two adjusted EBITDA of $414.2 million or 20.5% of revenue, an increase of 16.9% on quarter two 2022. YTD adjusted EBITDA of $813.4 million or 20.3% of revenue, representing a year on year increase of 17.0%.
  • GAAP net income attributable to the Group for the quarter of $115.6 million or $1.40 per diluted share. YTD GAAP net income of $232.3 million or $2.81 per diluted share, an increase of 1.8% on the prior year.
  • Quarter two adjusted net income attributable to the Group was $256.9 million or $3.11 per diluted share, an increase of 8.7% on quarter two 2022 adjusted earnings per share. Year to date adjusted net income attributable to the Group of $496.7 million or $6.01 per diluted share, an increase of 6.9% year on year.
  • Days sales outstanding reduced to 52 days from 54 days at March 31, 2023.
  • $150 million repayment made on Term Loan B debt. Net debt balance of $4.0 billion with Net Debt to adjusted EBITDA ratio of 2.5x.
  • Quarter two effective tax rate of 15.2%. Updated estimate for full year 2023 effective tax rate of 15.5%, a decrease from prior estimated effective tax rate of 16.5%.
  • Updated full-year 2023 financial guidance for revenue by narrowing the revenue range to $8,070 - $8,210 million, representing a year over year increase of 4.3 to 6.1%, and adjusted earnings per share* in the range of $12.63 - $12.91, representing a year over year increase of 7.5 to 9.9%. This is an increase of $.04 at the midpoint from our previous adjusted earnings per share guidance range. Adjusted earnings per share to exclude amortization, stock compensation, foreign exchange and transaction-related / integrated-related adjustments.

DUBLIN--(BUSINESS WIRE)--July 26, 2023--ICON plc (NASDAQ: ICLR), a world-leading healthcare intelligence and clinical research organization, today reported its financial results for the second quarter ended June 30, 2023.

CEO, Dr. Steve Cutler commented, “ICON delivered positive results in the second quarter, with revenue growth of 4.4% year over year and excellent adjusted EBITDA performance resulting in 17% year over year growth. We are encouraged by the positive customer demand trends across our business and have confidence in our long-term growth trajectory. We now expect revenue in the range of $8,070 - $8,210 million for the full-year 2023, representing growth of 4.3 to 6.1% on a year over year basis. Given our strong margin performance, as well as a more favorable tax position, we are revising our adjusted earnings per share* range to $12.63 - $12.91, reflecting a year over year increase of 7.5 to 9.9%, an increase of $.04 at the midpoint from our previous guidance range.”


Second Quarter 2023 Results

Gross business wins in the second quarter were $2,860 million and cancellations were $441 million. This resulted in net business wins of $2,419 million and a book to bill of 1.20.

Revenue for the second quarter was $2,020.3 million. This represents an increase of 4.4% on prior year revenue or 4.3% on a constant currency organic basis.

GAAP net income attributable to the Group was $115.6 million resulting in $1.40 diluted earnings per share in quarter two 2023 compared to $1.41 diluted earnings per share in quarter two 2022. Adjusted net income attributable to the Group for the quarter was $256.9 million resulting in an adjusted diluted earnings per share of $3.11 compared to $2.86 per share for the second quarter 2022.

Adjusted EBITDA for the second quarter was $414.2 million or 20.5% of revenue, a year on year increase of 16.9%.

The effective tax rate in quarter two was 15.2%.

Cash generated from operating activities for the quarter was $203.9 million. During the quarter $32.1 million was spent on capital expenditure. At June 30, 2023, the Group had cash and cash equivalents of $270.2 million, compared to cash and cash equivalents of $279.9 million at March 31, 2023 and $614.9 million at June 30, 2022. $50 million of the revolving credit facility was drawn down in April 2023 and $80 million was repaid in June 2023. Additionally, $150 million of Term Loan B payments were made during the quarter resulting in a net indebtedness of $4.0 billion at June 30, 2023.

Year to date 2023 Results

Gross business wins year to date were $5,718 million and cancellations were $884 million. This resulted in net business wins of $4,834 million and a book to bill of 1.21.

Year to date GAAP revenue was $3,998.8 million. This represents a year on year increase of 4.2% or 4.7% on a constant currency basis.

GAAP net income attributable to the Group year to date was $232.3 million resulting in $2.81 diluted earnings per share. Adjusted net income attributable to the Group was $496.7 million resulting in an adjusted diluted earnings per share of $6.01 compared to $5.62 per share for the equivalent prior year period.

Adjusted EBITDA year to date was $813.4 million or 20.3% of revenue, a year on year increase of 17.0%.

Other Information

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release contains certain non-GAAP financial measures, including adjusted EBITDA, adjusted net income attributable to the Group and adjusted diluted earnings per share attributable to the Group. Adjusted EBITDA, adjusted net income and adjusted diluted earnings per share exclude amortization, stock compensation, foreign exchange gains and losses restructuring and transaction-related / integration-related adjustments. While non-GAAP financial measures are not superior to or a substitute for the comparable GAAP measures, ICON believes certain non-GAAP information is useful to investors for historical comparison purposes.

ICON will hold a conference call on July 27, 2023 at 08:00 EDT [13:00 Ireland & UK]. This call and linked slide presentation can be accessed live from our website at http://investor.iconplc.com. A recording will also be available on the website for 90 days following the call. In addition, a calendar of company events, including upcoming conference presentations, is available on our website, under “Investors”. This calendar will be updated regularly.


This press release contains forward-looking statements, including statements about our financial guidance. These statements are based on management's current expectations and information currently available, including current economic and industry conditions. These statements are not guarantees of future performance or actual results, and actual results, developments and business decisions may differ from those stated in this press release. The forward-looking statements are subject to future events, risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the statements, including, but not limited to, the ability to enter into new contracts, maintain client relationships, manage the opening of new offices and offering of new services, the integration of new business mergers and acquisitions, the impact of COVID-19 on our business, as well as other economic and global market conditions and other risks and uncertainties detailed from time to time in SEC reports filed by ICON, all of which are difficult to predict and some of which are beyond our control. For these reasons, you should not place undue reliance on these forward-looking statements when making investment decisions. The word "expected" and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are only as of the date they are made and we do not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. More information about the risks and uncertainties relating to these forward-looking statements may be found in SEC reports filed by ICON, including its Form 20-F, F-1, F-4, S-8, F-3 and certain other reports, which are available on the SEC's website at http://www.sec.gov.

* Our full-year 2023 guidance adjusted earnings per share measures are provided on a non-GAAP basis because the company is unable to predict with a reasonable degree of certainty certain items contained in the GAAP measures without unreasonable efforts. For the same reasons, the company is unable to address the probable significance of the unavailable information.

ICON plc is a world-leading healthcare intelligence and clinical research organization. From molecule to medicine, we advance clinical research providing outsourced services to pharmaceutical, biotechnology, medical device and government and public health organizations. We develop new innovations, drive emerging therapies forward and improve patient lives. With headquarters in Dublin, Ireland, ICON employed approximately 41,160 employees in 108 locations in 53 countries as at June 30, 2023. For further information about ICON, visit: www.iconplc.com.

ICON/ICLR-F


ICON plc

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

(UNAUDITED)

 

Three Months Ended

 

Six Months Ended

 

June 30, 2023

 

June 30, 2022

 

June 30, 2023

 

June 30, 2022

 

(in thousands except share and per share data)

 

 

 

 

 

 

 

 

Revenue

$ 2,020,251

 

$ 1,935,193

 

$ 3,998,829

 

$ 3,836,957

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Direct costs (excluding depreciation and amortization)

1,429,540

 

1,392,062

 

2,825,086

 

2,770,529

Selling, general and administrative expense

187,806

 

189,953

 

387,812

 

385,214

Depreciation and amortization

145,059

 

144,019

 

290,185

 

285,424

Transaction and integration-related expenses

12,701

 

8,884

 

24,083

 

20,969

Restructuring

35,661

 

22,486

 

45,390

 

26,693

 

 

 

 

 

 

 

 

Total costs and expenses

1,810,767

 

1,757,404

 

3,572,556

 

3,488,829

 

 

 

 

 

 

 

 

Income from operations

209,484

 

177,789

 

426,273

 

348,128

Interest income

949

 

166

 

2,021

 

293

Interest expense

(85,206)

 

(47,111)

 

(171,757)

 

(91,536)

 

 

 

 

 

 

 

 

Income before provision for income taxes

125,227

 

130,844

 

256,537

 

256,885

Provision for income taxes

(9,629)

 

(14,254)

 

(23,902)

 

(27,540)

 

 

 

 

 

 

 

 

Income before share of earnings from equity method investments

115,598

 

116,590

 

232,635

 

229,345

Share of equity method investments

 

(856)

 

(383)

 

(1,641)

 

 

 

 

 

 

 

 

Net income attributable to the Group

$ 115,598

 

$ 115,734

 

$ 232,252

 

$ 227,704

 

 

 

 

 

 

 

 

Net income per Ordinary Share attributable to the Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$ 1.41

 

$ 1.42

 

$ 2.84

 

$ 2.80

Diluted

$ 1.40

 

$ 1.41

 

$ 2.81

 

$ 2.76

 

 

 

 

 

 

 

 

Weighted average number of Ordinary Shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

81,999,746

 

81,398,071

 

81,892,662

 

81,430,507

Diluted

82,627,933

 

82,312,946

 

82,617,391

 

82,462,842


ICON plc

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2023 AND DECEMBER 31, 2022


(Unaudited)

(Audited)

 

June 30, 2023

December, 31 2022

ASSETS

(in thousands)

Current Assets:

 

 

Cash and cash equivalents

$ 270,176

$ 288,768

Available for sale investments

1,653

1,713

Accounts receivable, net of allowance for credit losses

1,759,111

1,731,388

Unbilled revenue

985,034

957,655

Other receivables

129,101

63,658

Prepayments and other current assets

152,774

137,094

Income taxes receivable

70,021

48,790

Total current assets

3,367,870

3,229,066

 

 

 

Non-current Assets:

 

 

Property, plant and equipment, net

346,521

350,320

Goodwill

8,993,583

8,971,670

Intangible assets

4,049,793

4,278,659

Operating right-of-use assets

144,514

153,832

Other receivables

64,140

70,790

Income taxes receivable

25,169

21,380

Deferred tax asset

80,772

76,930

Investments in equity- long term

35,298

32,631

Total Assets

$ 17,107,660

$ 17,185,278

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

Current Liabilities:

 

 

Accounts payable

$ 46,920

$ 81,194

Unearned revenue

1,573,311

1,507,449

Other liabilities

994,883

1,005,025

Income taxes payable

39,885

41,783

Current bank credit lines and loan facilities

105,150

55,150

Total current liabilities

2,760,149

2,690,601

Non-current Liabilities:

 

 

Non-current bank credit lines and loan facilities

4,206,936

4,599,037

Lease liabilities

129,079

131,644

Non-current other liabilities

39,438

38,260

Non-current income taxes payable

241,410

239,188

Deferred tax liability

934,208

988,585

Total Liabilities

8,311,220

8,687,315

 

 

 

Shareholders' Equity:

 

 

Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized,

 

 

82,151,049 shares issued and outstanding at June 30, 2023 and

81,723,555 shares issued and outstanding at December 31, 2022.

6,676

6,649

Additional paid‑in capital

6,891,494

6,840,306

Other undenominated capital

1,162

1,162

Accumulated other comprehensive income

(156,528)

(171,538)

Retained earnings

2,053,636

1,821,384

Total Shareholders' Equity

8,796,440

8,497,963

Total Liabilities and Equity

$ 17,107,660

$ 17,185,278

 

 

 

 

 

 


ICON plc

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

(UNAUDITED)

 

Six Months Ended

 

 

June 30, 2023

 

June 30, 2022

 

 

(in thousands)

 

Cash flows from operating activities:

 

 

 

 

Net income

$ 232,252

 

$ 227,704

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization expense

290,185

 

285,424

 

Impairment of long lived assets

8,613

 

20,749

 

Reduction in carrying value of operating right-of-use assets

23,607

 

23,570

 

Loss on equity method investments

383

 

1,641

 

Acquisition related gain

(6,160)

 

 

Charge on cash flow hedge

3,646

 

 

Amortization of financing costs and debt discount

7,899

 

9,188

 

Stock compensation expense

31,357

 

38,186

 

Deferred taxes

(59,177)

 

(75,265)

 

Foreign exchange movements

(3,345)

 

(37,421)

 

Other non-cash items

18,202

 

9,159

 

Changes in assets and liabilities:

 

 

 

 

Accounts receivable

(40,675)

 

(41,032)

 

Unbilled revenue

(27,210)

 

(33,187)

 

Unearned revenue

65,266

 

(176,904)

 

Other net assets

(165,462)

 

157,154

 

Net cash provided by operating activities

379,381

 

408,966

 

Cash flows from investing activities:

 

 

 

 

Purchase of property, plant and equipment

(58,880)

 

(47,840)

 

Purchase of subsidiary undertakings

(5,100)

 

 

Purchase of investments in equity

(4,733)

 

(799)

 

Sale of available for sale investments

482

 

 

Purchase of available for sale investments

(422)

 

 

Net cash used in investing activities

(68,653)

 

(48,639)

 

Cash flows from financing activities:

 

 

 

 

Drawdown of bank credit lines and loan facilities

230,000

 

25,000

 

Repayment of bank credit lines and loan facilities

(580,000)

 

(425,000)

 

Proceeds from exercise of equity compensation

20,177

 

15,140

 

Share issue costs

(9)

 

(3)

 

Repurchase of ordinary shares

 

(99,983)

 

Share repurchase costs

 

(17)

 

Net cash used in financing activities

(329,832)

 

(484,863)

 

Effect of exchange rate movements on cash

512

 

(12,759)

 

Net decrease in cash and cash equivalents

(18,592)

 

(137,295)

 

Cash and cash equivalents at beginning of period

288,768

 

752,213

 

Cash and cash equivalents at end of period

$ 270,176

 

$ 614,918

 


ICON plc

RECONCILIATION OF NON-GAAP MEASURES

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

(UNAUDITED)

 

Three Months Ended

 

Six Months Ended

 

June 30, 2023

 

June 30, 2022

 

June 30, 2023

 

June 30, 2022

 

(in thousands except share and per share data)

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

Net income attributable to the Group

$ 115,598

 

$ 115,734

 

$ 232,252

 

$ 227,704

Share of equity method investments

 

856

 

383

 

1,641

Provision for income taxes

9,629

 

14,254

 

23,902

 

27,540

Net interest expense

84,257

 

46,945

 

169,736

 

91,243

Depreciation and amortization

145,059

 

144,019

 

290,185

 

285,424

Stock-based compensation expense (a)

16,598

 

18,893

 

31,357

 

38,113

Foreign currency losses (gains), net (b)

903

 

(17,817)

 

2,241

 

(24,417)

Restructuring (c)

35,661

 

22,486

 

45,390

 

26,693

Transaction-related / integration-related costs (d)

12,701

 

8,884

 

24,083

 

20,969

Oncacare (gain) (f)

(6,160)



(6,160)


Adjusted EBITDA

$ 414,246

 

$ 354,254

 

$ 813,369

 

$ 694,910

 

 

 

 

 

 

 

 

Adjusted net income attributable to the Group and adjusted diluted net income per Ordinary Share attributable to the Group

 

 

 

 

 

 

 

Net income attributable to the Group

$ 115,598

 

$ 115,734

 

$ 232,252

 

$ 227,704

Provision for income taxes

9,629

 

14,254

 

23,902

 

27,540

Amortization

114,617

 

118,325

 

229,295

 

233,127

Stock-based compensation expense (a)

16,598

 

18,893

 

31,357

 

38,113

Foreign currency losses (gains), net (b)

903

 

(17,817)

 

2,241

 

(24,417)

Restructuring (c)

35,661

 

22,486

 

45,390

 

26,693

Transaction-related / integration-related costs (d)

12,701

 

8,884

 

24,083

 

20,969

Transaction-related financing costs (e)

3,401

 

3,504

 

7,899

 

9,255

Oncacare (gain) (f)

(6,160)



(6,160)


Adjusted tax expense (g)

(46,048)

 

(48,465)

 

(93,517)

 

(95,238)

Adjusted net income attributable to the Group

$ 256,900

 

$ 235,798

 

$ 496,742

 

$ 463,746

 

 

 

 

 

 

 

 

Diluted weighted average number of Ordinary Shares outstanding

82,627,933

 

82,312,946

 

82,617,391

 

82,462,842

 

 

 

 

 

 

 

 

Adjusted diluted net income per Ordinary Share attributable to the Group

$ 3.11

 

$ 2.86

 

$ 6.01

 

$ 5.62

 

 

 

 

 

 

 

 


(a) Stock-based compensation expense represents the amount of recurring non-cash expense related to the Company’s equity compensation programs (inclusive of employer related taxes).

(b) Foreign currency losses (gains), net relates to gains or losses that arise in connection with the revaluation or settlement of non-US dollar denominated assets and liabilities. We exclude these gains and losses from adjusted EBITDA and adjusted net income because fluctuations from period- to- period do not necessarily correspond to changes in our operating results.

(c) Restructuring charges incurred relate to charges incurred in connection with the termination of leases at locations that are no longer being used and amounts incurred in connection with the elimination of redundant positions within the organization.

(d) Transaction-related / integration-related costs include expenses/credits associated with our acquisitions and any other costs incurred directly related to the integration of these acquisitions.

(e) Transaction-related financing costs includes costs incurred in connection with changes to our long-term debt and amortization of financing fees. We exclude these costs from adjusted EBITDA and adjusted net income because they result from financing decisions rather than from decisions made related to our ongoing operations.

(f) On April 20, 2023, the Company completed the purchase of the majority investor’s 51% majority voting share capital of Oncacare Limited (“Oncacare”). This gave rise to an acquisition-related gain of $6.2 million. This gain was excluded from adjusted EBITDA and adjusted net income.

(g) Represents the tax effect of adjusted pre-tax income at our estimated effective tax rate.

http://www.iconplc.com

Contacts

Investor Relations +1 888 381 7923 or
Brendan Brennan Chief Financial Officer +353 1 291 2000
Kate Haven Vice President Investor Relations +1888 381 7923
All at ICON