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 quarterly period ended November 30, 2003 ICON plc (Registrant's name) 0-29714 (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. Yes X No ___ 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 Rule 12g3-2(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/AOther Events. The registrant hereby incorporates by reference the press release attached hereto as Exhibit 99.1 into this report.
Financial Statements and Exhibits. (c) The following Exhibits are filed as part of this report: EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release.
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 January 13, 2004 /s/ Sean Leech - ---------------- --------------------------------- Date Sean Leech Chief Financial Officer
ICON reports another strong quarter with a 33% increase in operating income and EPS of $0.45 for the Second Quarter FY 2004 (NASDAQ:ICLR) Highlights - Second Quarter Fiscal 2004 * Second quarter net revenues increased 37% over the second quarter of fiscal 2003 to $73.2 million and increased 42% on a year-to-date basis. * Income from operations increased 33% over the second quarter of fiscal 2003 to $8.4 million and increased 39% in the six months to November 30, 2003. * Diluted earnings per share increased 25% for the second quarter to 45 cents compared to 36 cents in same quarter last year. Year-to-date diluted earnings per share was 92 cents compared to 69 cents for the comparable period last year. * $67 million of net new business awarded to ICON during the quarter. Dublin, Ireland, January 13, 2004 - ICON plc (NASDAQ: ICLR), a global contract clinical research organisation, which has approximately 2,450 employees providing services to the pharmaceutical and biotech industries from 32 locations in 19 countries worldwide, today reported the financial results for its second quarter ended November 30, 2003. Net revenues for the quarter were $73.2 million, representing a 37% increase over net revenues of $53.5 million for the same quarter last year. Excluding the impact of acquisitions, revenue growth for the quarter was 21% over the same quarter last year. Income from operations was $8.4 million, which represents an increase of 33% from the $6.3 million reported for the second quarter last year. Operating margin for the quarter was 11.4% compared to 11.8% for the equivalent period last year. Net income for the quarter was $6.4 million or 45 cents per share, on a diluted basis, compared with $4.4 million or 36 cents per share for the second quarter last year. In the six months to November 30, 2003, net revenues were $142.1 million, representing a 42% increase over net revenues of $100.4 million reported for the first six months of last year. Excluding the impact of acquisitions, revenue growth was 25% for the six months ending November 30, 2003. Income from operations was $16.0 million, representing an increase of 39% from the $11.5 million reported for the same period last year. Operating margin for the six months to November 30, 2003 was 11.2%, compared to the 11.5% in the same period last year. Net income was $11.9 million or 92 cents per share, on a diluted basis compared with $8.4 million or 69 cents per share reported for the same period last year. Days sales outstanding, comprising accounts receivable and unbilled revenue less payments on account, were 69 days at November 30, 2003 compared with 64 days at May 31, 2003. Capital expenditure in the quarter was $4.3 million and year to date was $7.7 million while payments of $12.5 million were made in relation to acquisitions. The company's net cash, short-term debt and short-term investments were $44.0 million at November 30, 2003, compared to $51.4 million at August 31, 2003 and $11.2 million at May 31, 2003. "We are pleased with the results for our second quarter", commented Chairman, Dr John Climax. "Globomax, our most recent acquisition, performed well and progress on its integration has been excellent. Our clinical research segment reported a strong quarter, again achieving margins in excess of 14%, and significant progress was made in our central laboratory business which we believe is now in a good position to improve its performance over the coming quarters. However, with $67 million of net new business wins in the quarter, we need to improve our level of wins in the near term to maintain momentum.".The company will hold its second quarter conference call today, January 13, 2004 at 11:00 EST [16:00 GMT / 17:00 CET]. This call and linked slide presentation can be accessed live from our website at http://www.iconclinical.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 "shareholders services". This calendar will be updated regularly. The statements made in this Press Release may contain forward-looking statements that involve a number of risks and uncertainties. In addition to the matters described in this Press Release, the ability to maintain large client contracts or enter into new contracts, maintain client relationships and the ability to manage the opening of new offices, the integration of new business mergers and acquisitions, as well as other risks and uncertainties detailed from time to time in SEC reports filed by ICON, including its Form 20-F, F-1, S-8 and F-3, may affect the actual results achieved by ICON. ICON disclaims any intent or obligation to update these forward-looking statements. The financial information presented herein has been prepared in accordance with U.S. GAAP. Source: ICON plc Contact: Investor Relations 1-888-381-7923 or Sean Leech CFO + 353 -1-216-11-00 Both at ICON. http://www.iconclinical.com
ICON plc Consolidated Income Statements (Unaudited) Three and Six Months ended November 30, 2003 and 2002 (Dollars, in thousands, except share and per share data) Three Months Ended Six Months Ended November 30, November 30, November 30, November 30, 2003 2002 2003 2002 Gross Revenue 113,173 84,978 219,350 157,065 Subcontractor costs 39,966 31,443 77,208 56,671 ---------------- ---------------- ---------------- ---------------- Net Revenue 73,207 53,535 142,142 100,394 Costs and expenses Direct costs 40,070 28,716 77,769 54,141 Selling, general and administrative 22,041 16,948 43,066 31,591 Depreciation and amortization 2,732 1,578 5,321 3,148 ---------------- ---------------- ---------------- ---------------- Total costs and expenses 64,843 47,242 126,156 88,880 Income from operations 8,364 6,293 15,986 11,514 Interest income (net) 75 73 122 259 ---------------- ---------------- ---------------- ---------------- Income before provision of income taxes 8,439 6,366 16,108 11,773 Provision for income taxes 2,174 1,947 4,239 3,381 ---------------- ---------------- ---------------- ---------------- Net income 6,265 4,419 11,869 8,392 ================ ================ ================ ================ Net income per ordinary share Basic $0.46 $0.37 $0.96 $0.71 ---------------- ---------------- ---------------- ---------------- Diluted $0.45 $0.36 $0.92 $0.69 ---------------- ---------------- ---------------- ---------------- Weighted average number of ordinary shares Basic 13,578,859 11,804,345 12,346,147 11,799,125 Diluted 14,040,419 12,147,702 12,849,374 12,143,034
ICON plc Summary Balance Sheet Data November 30, 2003 and May 31, 2003 (Dollars, in thousands) November 30, May 31, 2003 2003 (unaudited) (audited) Cash and short-term investments 61,463 18,311 Short-term debt (17,436) (7,126) Net cash 44,027 11,185 Accounts receivable 77,611 74,645 Unbilled revenue 52,178 44,783 Payments on account (44,113) (45,763) Total 85,676 73,665 Working Capital 95,773 53,827 Total assets 308,675 235,014 Shareholder's equity 195,593 136,910 Source: ICON plc Contact: Investor Relations 1-888-381-7923 or Sean Leech CFO + 353 1 291 2000 both at ICON. http://www.iconclinical.com