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 August 31, 2004 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 September 28, 2004 /s/ Sean Leech - ------------------ -------------------------- Date Sean Leech Chief Financial Officer
Exhibit 99.1 ICON Reports Strong Results with 24% increase in operating income in First Quarter FY 2005 (NASDAQ:ICLR) Highlights - First Quarter Fiscal 2005 * First Quarter net revenues increased 14% over the first quarter of fiscal 2004 to $78.3 million. * Income from operations increased by 24% over the first quarter of fiscal 2004 to $9.5 million. * Diluted earnings per share increased 18% for the first quarter to 52 cents compared to 44 cents for the same quarter last year. * $93 million of gross ($46 million net) new business awarded to ICON during the quarter. Dublin, Ireland, September 28, 2004 - ICON plc (NASDAQ: ICLR), a global contract clinical research organisation, which has over 2,550 employees providing services to the pharmaceutical, biotech and medical device industries from 35 locations in 21 countries worldwide, today reported the financial results for its first quarter ended August 31, 2004. Net revenues for the quarter were $78.3 million, representing a 14% increase over net revenues of $68.9 million for the same quarter last year. Excluding the impact of acquisitions, revenue growth was 8% over the same quarter last year. Income from operations was $9.5 million, which represents an increase of 24% from the $7.6 million reported for the first quarter last year. Operating margin for the quarter was 12.1%, compared with 11.1% for the equivalent period last year. Net income for the quarter was $7.3 million or 52 cents per share, on a diluted basis, compared with $5.6 million or 44 cents per share for the first quarter last year. Days sales outstanding, comprising accounts receivable and unbilled revenue less payments on account, were 59 days at August 31, 2004, a decrease from the 60 days reported at May 31, 2004. For the quarter ending August 31, 2004, capital expenditure was $4.5 million and $9.9 million was paid in relation to the acquisition of 70% of the common stock of Beacon Biosciences Inc, on July 1, 2004. As a result, the company's net cash, short-term debt and short-term investments were $65.6 million at August 31, 2004, compared to $78.8 million at May 31, 2004. "We are pleased with the performance in our first quarter of fiscal 2005", commented Chairman Dr. John Climax. "Our operating margins were strong, earnings per share increased by 18% and we made further progress on our strategic development with the acquisition of a 70% interest in Beacon Biosciences, Inc". Commenting on the outlook, Dr Climax said "As previously indicated, due to the high level of recent delays and cancellations we expect a small sequential decline in revenues for our second quarter of Fiscal 2005. We remain confident in the outlook for the business and anticipate a re-establishment of revenue growth in the second half of the year." The company will hold its first quarter conference call today, September 28, 2004 at 08:00 EST [13:00 Ireland & UK / 14:00 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, includingupcoming 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 -1-291-2000 Both at ICON. http://www.iconclinical.com ICON plc Consolidated Income Statements (Unaudited) Three months ended August 31, 2004 and 2003 (Dollars, in thousands, except share and per share data) Three Months Ended Aug 31, Aug 31, 2004 2003 Gross Revenue $117,195 106,177 Subcontractor costs 38,856 37,242 ------------ ------------- Net Revenue 78,339 68,935 Costs and expenses Direct costs 42,453 37,699 Selling, general and administrative 23,339 21,025 Depreciation 3,062 2,589 ------------ ------------- Total costs and expenses 68,854 61,313 Income from operations 9,485 7,622 Interest income (net) 164 47 ------------ ------------- Income before provision of income taxes 9,649 7,669 Provision for income taxes 2,322 2,065 Minority Interest 22 - ------------ ------------- Net income 7,305 5,604 ============ ============= Net income per ordinary share Basic $0.53 $0.46 ------------ ------------- Diluted $0.52 $0.44 ------------ ------------- Weighted average number of ordinary shares Basic 13,837,986 12,153,772 Diluted 14,105,288 12,606,971 ICON plc Summary Balance Sheet Data August 31, 2004 and May 31, 2004 (Dollars, in thousands) August 31, May 31, 2004 2004 (unaudited) (audited) Cash and short-term investments 72,573 78,763 Short-term debt (7,000) - Net cash 65,573 78,763 Accounts receivable 70,125 74,079 Unbilled revenue 66,984 59,861 Payments on account (61,376) (61,960) Total 75,733 71,980 Working Capital 110,411 113,813 Total assets 341,016 335,323 Shareholder's equity 222,454 216,760 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