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 April, 2022


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
00-353-1-291-2000
 (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


 EXHIBIT LIST
 
Exhibit
Description
   
99.1


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: April 27, 2022
Brendan Brennan
Chief Financial Officer

Exhibit 99.1

ICON Reports First Quarter 2022 Results

Highlights

  • Record net business wins in the quarter of $2,426 million; a net book to bill of 1.28.
  • Closing backlog of $19.6 billion, an increase of 2.7% on Q4 2021 or an increase of 9.8% year over year on a Combined Company basis.
  • Quarter 1 revenue of $1,902 million representing a year on year increase of 121.6%. On a Combined Company basis, Quarter 1 revenue increased 6.1% year over year and 7.8% on a constant dollar basis.
  • Adjusted EBITDA of $340.6 million or 17.9% of revenue, a year on year increase of 124.5%.
  • Adjusted net income attributable to the Group was $228.0 million or $2.76 per diluted share.
  • GAAP net income attributable to the Group for Quarter 1 of $112.0 million.
  • Days sales outstanding reduced to 35 days from 49 days at March 31, 2021 on a comparable basis.
  • $300 million early repayment made on Term Loan B debt. Net debt balance of $4.58 billion with Net Debt to Adjusted EBITDA of 3.3x.
  • $100 million worth of stock repurchased at an average price of $237.76.
  • Full year 2022 revenue guidance reaffirmed in the range of $7,770 - $8,050 million, representing a year over year increase of 41.8% to 46.9%. Full year 2022 adjusted earnings per share guidance reaffirmed in the range of $11.55 - $11.95. Adjusted earnings per share to exclude amortization, stock compensation, foreign exchange and transaction-related / integration-related adjustments.

DUBLIN--(BUSINESS WIRE)--April 27, 2022--ICON plc (NASDAQ: ICLR), a world-leading healthcare intelligence and clinical research organisation, today reported its financial results for the first quarter ended March 31, 2022.

CEO Dr. Steve Cutler commented, “ICON had a strong start to the year in the first quarter. We saw solid demand across customer segments, resulting in another quarter of record net business wins, and a book to bill of 1.28x. Financial performance was driven by constant currency revenue growth of 8% and adjusted EBITDA growth of 19% year over year on a combined company basis, resulting in an impressive 27% growth in earnings per share from quarter one 2021. In addition, further progress was made on our debt pay down with a $300 million early repayment on the Term Loan B facility, bringing our Net Debt to adjusted EBITDA ratio down further to 3.3x.”

Dr. Cutler added, “Given the positive demand environment in clinical development and backlog growth realized in quarter one, we are reaffirming our revenue guidance of $7,770 - $8,050 million, and adjusted earnings per share guidance of $11.55 – $11.95 for the full year 2022.”

First Quarter 2022 Results

Gross business wins in the first quarter were $2,783 million and cancellations were $357 million. This resulted in net business wins of $2,426 million and a book to bill of 1.28.

Revenue for Quarter 1 was $1,901.8 million. This represents a year on year increase of 121.6% or 125.0% on a constant currency basis.

GAAP net income attributable to the Group was $112.0 million. Adjusted net income attributable to the Group for the quarter was $228.0 million resulting in an adjusted diluted earnings per share of $2.76 compared to $2.17 per share for Quarter 1 2021.

Adjusted EBITDA for Quarter 1 was $340.6 million or 17.9% of revenue, a year on year increase of 124.5%.


Cash generated from operating activities for the quarter was $226.9 million. During the quarter, $19.6 million was spent on capital expenditure. At March 31, 2022, the Group had cash and cash equivalents of $559.1 million, compared to cash and cash equivalents of $752.2 million at December 31, 2021 and $942.5 million at March 31, 2021. During the quarter, a $300 million Term Loan B payment was made resulting in a net indebtedness balance of $4.58 billion at year end. Additionally, during the quarter $100 million worth of stock repurchased at an average price of $237.76.

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 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.

To assist investors and analysts with year-over-year comparability for the merged business, we have included Combined Company information. These measures include financial information that combines the stand-alone ICON plc and PRA Health Sciences, Inc. information for revenue and Adjusted EBITDA, and other metrics as if the merger had taken place on January 1, 2020, with conforming adjustments to the current year presentation. Specifically, these financials represent the simple addition of the historical adjusted financials of each company. These combined financials are not intended to represent pro forma financial statements prepared in accordance with GAAP or Regulation S-X.

ICON will hold a conference call tomorrow, April 28th, 2022 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. 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 2022 guidance measures (other than revenue) are provided on a non-GAAP basis without a reconciliation to the most directly comparable GAAP measure because the company is unable to predict with a reasonable degree of certainty certain items contained in the GAAP measures without unreasonable efforts. Such items include, but are not limited to, transaction-related / integration-related expenses, restructuring and related expenses, and other items not reflective of the company's ongoing operations.

ICON plc is a world-leading healthcare intelligence and clinical research organisation. From molecule to medicine, we advance clinical research providing outsourced services to pharmaceutical, biotechnology, medical device and government and public health organisations. We develop new innovations, drive emerging therapies forward and improve patient lives. With headquarters in Dublin, Ireland, ICON employed approximately 39,300 employees in 138 locations in 53 countries as at March 31, 2022. For further information about ICON, visit: www.iconplc.com.

ICON/ICLR-F


ICON plc

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

(UNAUDITED)

 

Three Months Ended

 

March 31, 2022

March 31, 2021

 

(in thousands except share and per share data)

 

 

 

Revenue

$ 1,901,764

$ 858,198

 

 

 

Costs and expenses:

 

 

Direct costs (excluding depreciation and amortization)

1,378,467

626,244

Selling, general and administrative expense

195,261

86,034

Depreciation and amortization

141,405

17,405

Transaction and integration-related expenses

12,085

12,501

Restructuring

4,207

 

 

 

Total costs and expenses

1,731,425

742,184

 

 

 

Income from operations

170,339

116,014

Interest income

127

257

Interest expense

(44,425)

(2,727)

 

 

 

Income before provision for income taxes

126,041

113,544

Provision for income taxes

(13,286)

(16,148)

 

 

 

Income before share of earnings from equity method investments

112,755

97,396

Share of equity method investments

(785)

(274)

 

 

 

Net income attributable to the Group

$ 111,970

$ 97,122

 

 

 

Net income per Ordinary Share attributable to the Group:

 

 

 

 

 

Basic

$ 1.37

$ 1.84

Diluted

$ 1.36

$ 1.82

 

 

 

Weighted average number of Ordinary Shares outstanding:

 

 

 

 

 

Basic

81,463,303

52,811,460

Diluted

82,613,098

53,310,453


ICON plc

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT 31 MARCH 31, 2022 AND DECEMBER 31, 2021

(UNAUDITED)

 

 

 

 

March 31, 2022

December 31, 2021

ASSETS

(in thousands)

Current Assets:

 

 

Cash and cash equivalents

$ 559,098

$ 752,213

Available for sale investments

1,712

1,712

Accounts receivable, net of allowance for credit losses

1,371,409

1,342,770

Unbilled revenue

674,509

623,121

Other receivables

60,233

56,760

Prepayments and other current assets

151,140

114,323

Income taxes receivable

52,245

50,299

Total current assets

2,870,346

2,941,198

 

 

 

Non-current Assets:

 

 

Property, plant and equipment, net

322,546

336,444

Goodwill

9,027,983

9,037,931

Intangible assets

4,592,587

4,710,843

Operating right-of-use assets

187,295

198,123

Other receivables

66,310

70,557

Income taxes receivable

13,841

18,637

Deferred tax asset

54,362

48,392

Equity method investments

1,588

2,373

Investments in equity- long term

25,996

22,592

Total Assets

$ 17,162,854

$ 17,387,090

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

Current Liabilities:

 

 

Accounts payable

$ 63,508

$ 90,764

Unearned revenue

1,300,980

1,323,961

Other liabilities

1,081,150

949,629

Income taxes payable

40,644

59,433

Current bank credit lines and loan facilities

55,150

55,150

Total current liabilities

2,541,432

2,478,937

Non-current Liabilities:

 

 

Bank credit lines and loan facilities

5,086,943

5,381,162

Lease liabilities

154,345

159,483

Other liabilities

38,170

42,596

Income taxes payable

214,748

172,109

Deferred tax liability

1,057,899

1,085,976

Total Liabilities

9,093,537

9,320,263

 

 

 

Shareholders' Equity:

 

 

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

 

 

81,293,012 shares issued and outstanding at March 31, 2022 and

 

 

81,554,683 shares issued and outstanding at December 31, 2021

6,622

$ 6,640

Additional paid‑in capital

6,760,238

$ 6,733,910

Other undenominated capital

1,162

1,134

Accumulated other comprehensive income

(126,755)

(90,937)

Retained earnings

1,428,050

1,416,080

Total Shareholders' Equity

8,069,317

8,066,827

Total Liabilities and Equity

$ 17,162,854

$ 17,387,090


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

(UNAUDITED)

 

Three Months Ended

 

March 31, 2022

March 31, 2021

 

(in thousands)

Cash flows from operating activities:

 

 

Net income

$ 111,970

$ 97,122

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

 

 

Depreciation and amortization expense

141,405

19,837

Impairment of long lived assets

3,574

Reduction in carrying value of right-of-use assets

13,077

4,683

Loss on equity method investments

785

274

Charge on interest rate hedge

56

Amortization of financing costs and debt discount

5,781

139

Stock compensation expense

18,903

6,394

Deferred tax benefit

(34,702)

(664)

Unrealised foreign exchange gain

(7,323)

(1,060)

Other non-cash items

(2,895)

(744)

Changes in assets and liabilities:

 

 

Accounts receivable

(35,461)

52,015

Unbilled revenue

(55,427)

11,796

Unearned revenue

(16,812)

(50,079)

Other net assets

84,041

(27,849)

Net cash provided by operating activities

226,916

111,920

Cash flows from investing activities:

 

 

Purchase of property, plant and equipment

(19,632)

(8,704)

Sale/ (purchase) of investments in equity - long term

96

(599)

Net cash used in investing activities

(19,536)

(9,303)

Cash flows from financing activities:

 

 

Proceeds from exercise of equity compensation

7,491

5

Share issue costs

(3)

(5)

Repurchase of ordinary shares

(99,983)

Share repurchase costs

(17)

Repayment of bank credit lines and loan facilities

(300,000)

Net cash used in by financing activities

(392,512)

Effect of exchange rate movements on cash

(7,983)

(467)

Net increase in cash and cash equivalents

(193,115)

102,150

Cash and cash equivalents at beginning of period

752,213

840,305

Cash and cash equivalents at end of period

$ 559,098

$ 942,455


RECONCILIATION OF NON-GAAP MEASURES

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

(UNAUDITED)

 

Three Months Ended

 

March 31, 2022

March 31, 2021

 

(in thousands except share and per share data)

 

 

 

Adjusted EBITDA

 

 

Net income attributable to the Group

$ 111,970

$ 97,122

Share of equity method investments

785

274

Provision for income taxes

13,286

16,148

Net interest expense (a)

44,298

2,470

Depreciation and amortization

141,405

17,405

Stock-based compensation expense (b)

19,220

6,835

Foreign currency losses (gains), net (c)

(6,646)

(1,060)

Restructuring (d)

4,207

Transaction-related / integration-related costs (e)

12,085

12,501

Adjusted EBITDA

$ 340,610

$ 151,695

 

 

 

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

$ 111,970

$ 97,122

Provision for income taxes

13,286

16,148

Amortisation

114,802

4,683

Stock-based compensation expense (b)

19,220

6,835

Foreign currency losses (gains), net (c)

(6,646)

(1,060)

Restructuring (d)

4,207

Transaction-related / integration-related costs (e)

12,085

12,501

Transaction-related financing costs (f)

5,781

354

Adjusted tax expense (g)

(46,744)

(20,872)

Adjusted net income attributable to the Group

$ 227,961

$ 115,711

 

 

 

Diluted weighted average number of Ordinary Shares outstanding

82,613,098

53,310,453

 

 

 

Adjusted diluted net income per Ordinary Share attributable to the Group

$ 2.76

$ 2.17

 

 

 


ICON plc

RECONCILIATION OF NON-GAAP MEASURES (COMBINED COMPANY)

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

(UNAUDITED)

 

Three Months Ended

 

March 31, 2022

March 31, 2021

 

(in thousands except share and per share data)

 

 

Combined Company adjusted revenue

 

Revenue, as reported

$ 1,901,764

$ 858,198

Pre-merger PRA Health Sciences Revenue

-

933,775

Combined Company revenue

$ 1,901,764

$ 1,791,973

 

 

Combined Company adjusted EBITDA

 

Net income attributable to the Group

$ 111,970

$ 97,122

Pre-merger PRA Health Sciences Net income attributable to the Group

-

56,940

Combined Company Net income attributable to the Group

$ 111,970

$ 154,062

Share of equity method investments

785

274

Provision for income taxes

13,286

35,844

Net interest expense (a)

44,298

7,682

Depreciation and amortization

141,405

49,973

Stock-based compensation expense (b)

19,220

25,607

Foreign currency losses (gains), net (c)

(6,646)

(13,448)

Restructuring (d)

4,207

Transaction-related / integration-related costs (e)

12,085

25,937

Combined Company adjusted EBITDA

$ 340,610

$ 285,931


(a) Net interest expense includes losses on modification or extinguishment of debt.

(b) 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).

(c) Foreign currency losses (gains), net relates to gains or losses that arise in connection with the revaluation 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.

(d) 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 organisation.

(e) Transaction-related / integration-related costs include expenses/credits associated with our acquisitions, share-based compensation expense related to the acceleration of share-based compensation awards and replacement share-based awards, contingent consideration valuation adjustments, and any other costs incurred directly related to the integration of these acquisitions.

(f) 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.

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

http://www.iconplc.com

Contacts

Investor Relations
+1888 381 7923

Brendan Brennan
Chief Financial Officer
+353 1 291 2000

Kate Haven
Vice President
Investor Relations
+1888 381 7923

All at ICON